BARNETT BANKS INC, S-4, 1997-03-26

BARNETT BANKS INC
S-4, 1997-03-26
STATE COMMERCIAL BANKS

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<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1997
REGISTRATION STATEMENT NO.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
------------------------------
BARNETT BANKS, INC.

(Exact Name of Registrant as specified in its Charter)

<TABLE>
<S> <C> <C>
FLORIDA 6712 59-0560515
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>

50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(904) 791-7720

(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
------------------------------
BARNETT CAPITAL I

(Exact Name of Registrant as specified in its Charter)

<TABLE>
<S> <C> <C>
DELAWARE 6719 51-0378532
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>

50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(904) 791-7720
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
------------------------------

CHARLES E. RICE
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
BARNETT BANKS, INC.
50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(904) 791-7720

(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------

WITH COPIES TO:

HALCYON E. SKINNER, ESQ.
Mahoney Adams & Criser, P.A.
50 North Laura Street
Jacksonville, Florida 32202
(904) 798-2626
------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------------------

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box. / /
------------------------------

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO AGGREGATE OFFERING AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PRICE PER UNIT(1) PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
8.06% Capital Securities of Barnett
Capital I................................. $300,000,000 100% $300,000,000 $90,909.00
Junior Subordinated Debentures Due 2026 of
Barnett Banks, Inc.(2).................... -- -- -- N/A
Barnett Banks, Inc. Guarantee with respect
to Capital Securities(3).................. -- -- -- N/A
Total(4).................................... $300,000,000 100% $300,000,000(5) $90,909.00
</TABLE>

- ------------------------------

(1) Estimated solely for the purpose of computing the registration fee.

(2) The 8.06% Junior Subordinated Debentures due 2026 (the "Junior Subordinated
Debentures") were originally purchased by Barnett Capital I with the
proceeds of the sale of the 8.06% Capital Securities of Barnett Capital I
(the "Capital Securities"). No separate consideration will be received for
the Junior Subordinated Debentures distributed upon any liquidation of
Barnett Capital I.

(3) No separate consideration will be received for the Barnett Banks, Inc.
Guarantee (the "Guarantee").

(4) This Registration Statement is deemed to cover the Junior Subordinated
Debentures, the rights of holders of the Junior Subordinated Debentures
under the Indenture (as defined herein), the rights of holders of the
Capital Securities of Barnett Capital I under its Declaration (as defined
herein) and the rights of holders of the Capital Securities under the
Guarantee.

(5) Such amount represents the initial public offering price of the Capital
Securities to be exchanged hereunder and the principal amount of Junior
Subordinated Debentures that may be distributed upon any liquidation of
Barnett Capital I.

THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 26, 1997

PROSPECTUS

BARNETT CAPITAL I

OFFER TO EXCHANGE ITS 8.06% CAPITAL SECURITIES
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR ANY AND ALL OF ITS OUTSTANDING 8.06% CAPITAL SECURITIES
(LIQUIDATION AMOUNT $1,000 PER CAPITAL SECURITY)
FULLY AND UNCONDITIONALLY GUARANTEED, AS DESCRIBED HEREIN, BY
BARNETT BANKS, INC.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON , 1997, UNLESS EXTENDED.

Barnett Capital I, a trust formed under the laws of the State of Delaware
(the "Trust") and Barnett Banks, Inc., a Florida corporation (the "Company"),
hereby offer, upon the terms and subject to the conditions set forth in this
Prospectus (as the same may be amended or supplemented from time to time, the
"Prospectus") and in the accompanying Letter of Transmittal (which together
constitute the "Exchange Offer"), to exchange up to $300,000,000 aggregate
liquidation amount of its 8.06% Capital Securities (the "New Capital
Securities") which have been registered under the Securities Act of 1933, as
amended (the "Securities Act"), pursuant to a Registration Statement (as defined
herein) of which this Prospectus constitutes a part, for a like liquidation
amount of its outstanding 8.06% Capital Securities (the "Old Capital
Securities"), of which $300,000,000 aggregate liquidation amount is outstanding.
Pursuant to the Exchange Offer, the Company is also exchanging its guarantee of
the payment of Distributions (as defined herein) and payments on liquidation or
redemption of the Old Capital Securities (the "Old Guarantee") for a like
guarantee of the New Capital Securities (the "New Guarantee") and all of its
8.06% Junior Subordinated Debentures due 2026 (the "Old Junior Subordinated
Debentures"), of which $309,279,000 aggregate principal amount is outstanding,
for like aggregate principal of its 8.06% Junior Subordinated Debentures due
2026 (the "New Junior Subordinated Debentures"), which New Guarantee and New
Junior Subordinated Debentures also have been registered under the Securities
Act. The Old Capital Securities, the Old Guarantee and the Old Junior
Subordinated Debentures are collectively referred to herein as the "Old
Securities", and the New Capital Securities, the New Guarantee and the New
Junior Subordinated Debentures are collectively referred to herein as the "New
Securities".

The terms of the New Securities are identical in all material respects to
the respective terms of the Old Securities, except that (i) the New Securities
have been registered under the Securities Act and therefore will not be subject
to certain restrictions on transfer applicable to the Old Securities, and (ii)
the New Securities will not provide for any liquidated damages relating to the
registration thereof. See "Description of Capital Securities" and "Description
of the Old Securities." The New Capital Securities, the New Junior Subordinated
Debentures and the New Guarantee are being offered for exchange in order to
satisfy certain obligations of the Company and the Trust under the Registration
Rights Agreement dated as of November 27, 1996 (the "Registration Rights
Agreement") among the Company, the Trust and the Initial Purchasers (as defined
herein). In the event that the Exchange Offer is consummated, any Old Capital
Securities which remain outstanding after consummation of the Exchange Offer and
the New Capital Securities issued in the Exchange Offer will vote together as a
single class for purposes of determining whether holders of the requisite
percentage in outstanding liquidation amount thereof have taken certain actions
or exercised certain rights under the Declaration (as defined herein).

--------------------------

SEE "RISK FACTORS" COMMENCING ON PAGE 15 FOR CERTAIN INFORMATION THAT SHOULD
BE CONSIDERED BY HOLDERS WHO TENDER OLD CAPITAL SECURITIES IN THE EXCHANGE
OFFER.

------------------------

THESE SECURITIES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY OR INSURER.

--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
CRIMINAL OFFENSE.

--------------------------

THE DATE OF THIS PROSPECTUS IS MARCH 26, 1997.
<PAGE>
The New Capital Securities and the Old Capital Securities (together, the
"Capital Securities") represent undivided beneficial ownership interests in the
Trust. The Company is the owner of all of the beneficial ownership interests
represented by common securities of the Trust (the "Common Securities" and,
collectively with the Capital Securities, the "Trust Securities"). The Trust
exists for the sole purpose of issuing the Trust Securities and investing the
proceeds thereof in the Junior Subordinated Debentures. The Junior Subordinated
Debentures will mature on December 1, 2026 (the "Stated Maturity"). The Capital
Securities will have a preference under certain circumstances with respect to
cash distributions and amounts payable on liquidation, redemption or otherwise
over the Common Securities. See "Description of the New Securities--Description
of Capital Securities--Subordination of Common Securities."

As used herein and as the context may require, unless expressly stated
otherwise, (i) "Capital Securities" includes the Old Capital Securities and the
New Capital Securities, (ii) "Junior Subordinated Debentures" includes the Old
Junior Subordinated Debentures and the New Junior Subordinated Debentures and
(iii) "Guarantee" includes the Old Guarantee and the New Guarantee.

Holders of the Capital Securities will be entitled to receive cumulative
cash distributions accruing from November 27, 1996 and payable semi-annually in
arrears on the first day of June and December of each year, commencing June 1,
1997, at the annual rate of 8.06% of the liquidation preference of $1000 per
Capital Security ("Distributions"). The distribution rate and the distribution
payment dates and other payment dates for the Capital Securities will correspond
to the payments and payment dates on the Junior Subordinated Debentures, which
will be the sole assets of the Trust. The Company will guarantee the payment of
Distributions and payments on liquidation of the Trust or redemption of the
Capital Securities, but only in each case to the extent of funds held by the
Trust, as described herein. See "Description of Guarantee" herein. If the
Company does not make interest payments on the Junior Subordinated Debentures
held by the Trust, the Trust will have insufficient funds to pay Distributions
on the Capital Securities. The Company's obligations under the Guarantee, taken
together with its obligations under the Junior Subordinated Debentures and the
Indenture (as defined herein), including its obligation to pay all costs,
expenses and liabilities of the Trust (other than with respect to the Capital
Securities), constitute a full and unconditional guarantee of all of the Trust's
obligations under the Capital Securities. The obligations of the Company under
the Guarantee and the Junior Subordinated Debentures are subordinate and junior
in right of payment to all Indebtedness (as defined in "Description of Junior
Subordinated Debentures--Subordination" herein) of the Company and will be
structurally subordinated to all liabilities and obligations of the Company's
subsidiaries. As of December 31, 1996, approximately $1.2 billion aggregate
principal amount of Indebtedness was outstanding, and the Company's consolidated
subsidiaries had approximately $37.4 billion of indebtedness and other
liabilities. The terms of the Junior Subordinated Debentures place no limitation
on the amount of Indebtedness that may be incurred by the Company or on the
amount of liabilities and obligations of the Company's subsidiaries. See
"Description of Junior Subordinated Debentures--Subordination."

The Company has the right to defer payment of interest on the Junior
Subordinated Debentures at any time or from time to time for a period not
exceeding 10 consecutive semi-annual periods with respect to each deferral
period (each, an "Extension Period"), provided that no Extension Period may
extend beyond the Stated Maturity of the Junior Subordinated Debentures. Upon
the termination of any such Extension Period and the payment of all amounts then
due on any Interest Payment Date (as defined herein), the Company may elect to
begin a new Extension Period subject to the requirements set forth herein.
Accordingly, there could be multiple Extension Periods of varying lengths
throughout the term of the Junior Subordinated Debentures. If interest payments
on the Junior Subordinated Debentures are so deferred, distributions on the
Capital Securities will also be deferred and the Company may not, and may not
permit any subsidiary of the Company to, subject to certain exceptions set forth
herein, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, the Company's
capital stock or (ii) make any payment of principal, interest or premium, if
any, on or repay, repurchase or redeem any debt securities that rank PARI PASSU
with or junior to the Junior

2
<PAGE>
Subordinated Debentures or make any guarantee payments with respect to any
guarantee by the Company of the debt securities of any subsidiary of the Company
if such guarantee ranks PARI PASSU with or junior to the Junior Subordinated
Debentures (other than (a) dividends or distributions in common stock of the
Company, (b) payments under the Guarantee, (c) any declaration of a dividend in
connection with the implementation of a stockholders' rights plan, or the
issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, and (d) purchases of common
stock related to the issuance of common stock or rights under any of the
Company's benefit plans). During an Extension Period, interest on the Junior
Subordinated Debentures will continue to accrue (and the amount of Distributions
to which holders of the Capital Securities are entitled will accumulate) at the
rate of 8.06% per annum, compounded semi-annually, and holders of the Capital
Securities will be required to accrue interest income for United States federal
income tax purposes prior to receipt of cash related to such interest income.
See "Description of Junior Subordinated Debentures--Option to Extend Interest
Payment Period" and "Certain United States Federal Income Tax
Consequences--Interest Income and Original Issue Discount."

The Junior Subordinated Debentures are not redeemable prior to December 1,
2006 unless a Special Event (as defined herein) has occurred. The Junior
Subordinated Debentures are redeemable prior to maturity at the option of the
Company, subject to the receipt of any necessary prior approval of the Board of
Governors of the Federal Reserve System (the "Federal Reserve") (i) on or after
December 1, 2006, in whole or in part, at a redemption price equal to 104.030%
of the principal amount thereof on December 1, 2006, declining ratably on each
December 1 thereafter to 100% on or after December 1, 2016, plus the accrued and
unpaid interest thereon, or (ii) at any time, in whole (but not in part), upon
the occurrence and continuation of a Special Event, at a redemption price equal
to the greater of (a) 100% of the principal amount thereof or (b) as determined
by a Quotation Agent (as hereinafter defined), the sum of the present values of
the principal amount and premium payable with respect to an optional redemption
of such Junior Subordinated Debentures on December 1, 2006, together with
scheduled payments of interest from the prepayment date to December 1, 2006,
discounted to the prepayment date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as
defined herein) plus, in either case, accrued interest thereon to the date of
prepayment, in each case subject to the further conditions described under
"Description of Junior Subordinated Debentures--Redemption." The Capital
Securities are subject to mandatory redemption, in whole or in part, upon
repayment of the Junior Subordinated Debentures at maturity or their earlier
redemption, in an amount equal to the amount of related Junior Subordinated
Debentures maturing or being redeemed and at a redemption price equal to the
redemption price of such Junior Subordinated Debentures, in each case plus
accumulated and unpaid Distributions thereon to the date of redemption.

Upon the occurrence and continuation of a Special Event, the Company will
have the right, subject to the receipt of any necessary prior approval of the
Federal Reserve, to terminate the Trust and cause the Junior Subordinated
Debentures to be distributed to the holders of the Capital Securities and the
Common Securities in liquidation of the Trust. See "Description of Capital
Securities--Redemption" and "--Liquidation Distribution upon Dissolution."

In the event of the liquidation of the Trust, after satisfaction of the
claims of creditors of the Trust, if any, as provided by applicable law, the
holders of the Capital Securities will be entitled to receive a liquidation
preference of $1000 per Capital Security plus accumulated and unpaid
Distributions thereon to the date of payment, which may be in the form of a
distribution of such amount in Junior Subordinated Debentures as described
above. If such Liquidation Distribution (as defined herein) can be paid only in
part because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then the amounts payable directly by the
Trust on the Capital Securities shall be paid on a pro rata basis. The holder(s)
of the Common Securities will be entitled to receive distributions upon any such
liquidation pro rata with the holders of the Capital Securities, except that if
an Indenture Event of Default (as defined

3
<PAGE>
herein) has occurred and is continuing, the Capital Securities shall have a
priority over the Common Securities. See "Description of Capital
Securities--Liquidation Distribution Upon Dissolution."

The Company and the Trust are making the Exchange Offer of the New Capital
Securities in reliance on the position of the staff of the Division of
Corporation Finance of the Securities and Exchange Commission (the "Commission")
as set forth in certain interpretive letters addressed to third parties in other
transactions. However, neither the Company nor the Trust has sought its own
interpretive letter and there can be no assurance that the staff of the Division
of Corporation Finance of the Commission would make a similar determination with
respect to the Exchange Offer as it has in such interpretive letters to third
parties. Based on these interpretations by the staff of the Division of
Corporation Finance, and subject to the two immediately following sentences, the
Company and the Trust believe that New Capital Securities issued pursuant to
this Exchange Offer in exchange for Old Capital Securities may be offered for
resale, resold and otherwise transferred by a holder thereof (other than a
holder who is a broker-dealer) without further compliance with the registration
and prospectus delivery requirements of the Securities Act, provided that such
New Capital Securities are acquired in the ordinary course of such holder's
business and that such holder is not participating, and has no arrangement or
understanding with any person to participate, in a distribution (within the
meaning of the Securities Act) of such New Capital Securities. However, any
holder of Old Capital Securities who is an "affiliate" of the Company or the
Trust or who intends to participate in the Exchange Offer for the purpose of
distributing New Capital Securities, or any broker-dealer who purchased Old
Capital Securities from the Trust to resell pursuant to Rule 144A under the
Securities Act ("Rule 144A") or any other available exemption under the
Securities Act, (a) will not be able to rely on the interpretations of the staff
of the Division of Corporation Finance of the Commission set forth in the
above-mentioned interpretive letters, (b) will not be permitted or entitled to
tender such Old Capital Securities in the Exchange Offer and (c) must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any sale or other transfer of such Old Capital Securities
unless such sale is made pursuant to an exemption from such requirements. In
addition, as described below, if any broker-dealer holds Old Capital Securities
acquired for its own account as a result of market-making or other trading
activities and exchanges such Old Capital Securities for New Capital Securities,
then such broker-dealer must deliver a prospectus meeting the requirements of
the Securities Act in connection with any resales of such New Capital
Securities.

4
<PAGE>
or other trading activities ("Participating Broker-Dealers"), may fulfill their
prospectus delivery requirements with respect to the New Capital Securities
received upon exchange of such Old Capital Securities (other than Old Capital
Securities which represent an unsold allotment from the original sale of the Old
Capital Securities) with a prospectus meeting the requirements of the Securities
Act, which may be the prospectus prepared for an exchange offer so long as it
contains a description of the plan of distribution with respect to the resale of
such New Capital Securities. Accordingly, this Prospectus, as it may be amended
or supplemented from time to time, may be used by a Participating Broker-Dealer
during the period referred to below in connection with resales of New Capital
Securities received in exchange for Old Capital Securities where such Old
Capital Securities were acquired by such Participating Broker-Dealer for its own
account as a result of market-making or other trading activities. Subject to
certain provisions set forth in the Registration Rights Agreement, the Company
and the Trust have agreed that this Prospectus, as it may be amended or
supplemented from time to time, may be used by a Participating Broker-Dealer in
connection with resales of such New Capital Securities for a period ending 180
days after the Registration Statement is declared effective by the Commission.
See "Plan of Distribution." Any Participating Broker-Dealer who is an
"affiliate" of the Company or the Trust may not rely on such interpretive
letters and must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction.
See "The Exchange Offer--Resale of New Capital Securities."

In that regard, each Participating Broker-Dealer who surrenders Old Capital
Securities pursuant to the Exchange Offer will be deemed to have agreed, by
execution of the Letter of Transmittal, that, upon receipt of notice from the
Company or the Trust of the occurrence of any event or the discovery of any fact
which makes any statement contained or incorporated by reference in this
Prospectus untrue in any material respect or which causes this Prospectus to
omit to state a material fact necessary in order to make the statements
contained or incorporated by reference herein, in light of the circumstances
under which they were made, not misleading or of the occurrence of certain other
events specified in the Registration Rights Agreement, such Participating
Broker-Dealer will suspend the sale of New Capital Securities pursuant to this
Prospectus until the Company or the Trust has amended or supplemented this
Prospectus to correct such misstatement or omission and has furnished copies of
the amended or supplemented Prospectus to such Participating Broker-Dealer or
the Company or the Trust has given notice that the sale of the New Capital
Securities may be resumed, as the case may be.

Prior to the Exchange Offer, there has been only a limited secondary market
and no public market for the Old Capital Securities. The New Capital Securities
will be a new issue of securities for which there currently is no market.
Although the Initial Purchasers have informed the Company and the Trust that
they each currently intend to make a market in the New Capital Securities, they
are not obligated to do so, and any such market making may be discontinued at
any time without notice. Accordingly, there can be no assurance as to the
development or liquidity of any market for the New Capital Securities. Neither
the Company nor the Trust currently intends to apply for listing of the New
Capital Securities on any securities exchange or for quotation through the
National Association of Securities Dealers Automated Quotation System.

Any Old Capital Securities not tendered and accepted in the Exchange Offer
will remain outstanding and will be entitled to all the same rights and will be
subject to the same limitations applicable thereto under the Declaration (except
for those rights which terminate upon consummation of the Exchange Offer).
Following consummation of the Exchange Offer, the holders of Old Capital
Securities will continue to be subject to all of the existing restrictions upon
transfer thereof and neither the Company nor the Trust will have any further
obligation to such holders (other than under certain limited circumstances) to
provide for registration under the Securities Act of the Old Capital Securities
held by them. To the extent that Old Capital Securities are tendered and
accepted in the Exchange Offer, a holder's ability to sell untendered Old
Capital Securities could be adversely affected. See "Risk Factors--Consequences
of a Failure to Exchange Old Capital Securities."

5
<PAGE>
THIS PROSPECTUS AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT
INFORMATION. HOLDERS OF OLD CAPITAL SECURITIES ARE URGED TO READ THIS PROSPECTUS
AND THE RELATED LETTER OF TRANSMITTAL CAREFULLY BEFORE DECIDING WHETHER TO
TENDER THEIR OLD CAPITAL SECURITIES PURSUANT TO THE EXCHANGE OFFER.

Old Capital Securities may be tendered for exchange on or prior to 5:00
p.m., New York City time, on , 1997 (such time on such date being
hereinafter called the "Expiration Date"), unless the Exchange Offer is extended
by the Company and the Trust (in which case the term "Expiration Date" shall
mean the latest date and time to which the Exchange Offer is extended). Tenders
of Old Capital Securities may be withdrawn at any time on or prior to the
Expiration Date. The Exchange Offer is not conditioned upon any minimum
liquidation amount of Old Capital Securities being tendered for exchange.
However, the Exchange Offer is subject to certain events and conditions which
may be waived by the Company or the Trust and to the terms and provisions of the
Registration Rights Agreement. The Company and the Trust have agreed to pay all
expenses of the Exchange Offer. See "The Exchange Offer--Fees and Expenses."
Each New Capital Security will pay cumulative Distributions from November 27,
1996. Holders of the Old Capital Securities whose Old Capital Securities are
accepted for exchange will not receive any accumulated Distributions on such Old
Capital Securities, and will be deemed to have waived the right to receive any
Distributions on such Old Capital Securities accumulated from and after November
27, 1996. This Prospectus, together with the Letter of Transmittal, is being
sent to all registered holders of Old Capital Securities as of , 1997.

Neither the Company nor the Trust will receive any cash proceeds from the
issuance of the New Capital Securities offered hereby. No dealer-manager is
being used in connection with this Exchange Offer. See "Use of Proceeds from
Sale of Old Capital Securities" and "Plan of Distribution.'

------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR THE TRUST. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATED OR AN OFFER TO ANY
PERSON IN ANY JURISDICTION WHERE SUCH OFFER WOULD BE UNLAWFUL. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN ANY CHANGE IN THE
AFFAIRS OF THE COMPANY OR THE TRUST SINCE THE DATE HEREOF.

------------------------

6
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Available Information...................................................................................... 8
Incorporation of Certain Documents by Reference............................................................ 8
Summary.................................................................................................... 9
Barnett Capital I.......................................................................................... 9
The Company................................................................................................ 9
Risk Factors............................................................................................... 15
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends................................................................................................. 20
Use of Proceeds from Sale of Old Capital Securities........................................................ 20
Accounting Treatment....................................................................................... 20
Regulatory Treatment....................................................................................... 21
Capitalization............................................................................................. 21
Selected Financial Information............................................................................. 22
The Trust.................................................................................................. 23
The Exchange Offer......................................................................................... 24
Description of Capital Securities.......................................................................... 33
Description of Junior Subordinated Debentures.............................................................. 43
Description of Guarantee................................................................................... 51
Description of the Old Securities.......................................................................... 53
Relationship among the Capital Securities, the Junior Subordinated Debentures and the Guarantee............ 53
Certain United States Federal Income Tax Consequences...................................................... 55
Book-Entry Issuance........................................................................................ 60
ERISA Considerations....................................................................................... 62
Plan of Distribution....................................................................................... 63
Legal Matters.............................................................................................. 64
Experts.................................................................................................... 64
</TABLE>

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<PAGE>
AVAILABLE INFORMATION

The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy and information statements and other
information with the Commission. Such material filed by the Company with the
Commission may be inspected by anyone without charge at the Public Reference
Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission located at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and 7 World Trade Center, Suite 1300, New York, New York 10048.
Copies of such material may also be obtained at the Public Reference Section of
the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, upon payment of prescribed fees.

No separate financial statements of the Trust have been included or
incorporated by reference herein. The Company does not believe such financial
statements would be material to holders of the Capital Securities because (i)
all of the common securities of the Trust will be owned, directly or indirectly,
by the Company, a reporting company under the Exchange Act, (ii) the Trust has
no independent operations but exists for the sole purpose of issuing securities
representing undivided beneficial ownership interests in its assets and
investing the proceeds thereof in Junior Subordinated Debentures issued by the
Company, and (iii) the obligations of the Trust under the Capital Securities are
guaranteed by the Company to the extent described herein.

This Prospectus constitutes a part of a registration statement on Form S-4
(the "Registration Statement") filed by the Company and the Trust with the
Commission under the Securities Act. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the New
Securities. Any statements contained herein concerning the provisions of any
document are not necessarily complete, and, in each instance, reference is made
to the copy of such document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission. Each such statement is qualified in its
entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1996 and the Company's Current Reports on Form 8-K dated January 14, 1997
and January 24, 1997, previously filed by the Company with the Commission, are
incorporated by reference in this Prospectus and shall be deemed to be a part
hereof.

All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the request of such person, a copy of any or all
of the foregoing documents incorporated herein by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference into such documents). Requests for such documents should be submitted
in writing to the Company at 50 North Laura Street, Jacksonville, Florida
32202-3638, Attention: Corporate Communications Department.

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SUMMARY

The following summary is qualified in its entirety by, and is subject to,
the more detailed information and financial statements contained elsewhere and
incorporated by reference in this Prospectus.

BARNETT CAPITAL I

The Trust is a Delaware statutory business trust. The Trust exists for the
exclusive purposes of issuing and selling the Trust Securities. The Junior
Subordinated Debentures will be the sole assets of the Trust and payments under
the Junior Subordinated Debentures will be the sole revenues of the Trust. All
of the Common Securities are owned by the Company.

THE COMPANY

The Company, organized in 1930, is a multi-bank holding company
headquartered in Jacksonville, Florida, providing financial services to
consumers and businesses through bank and non-bank subsidiaries. The principal
bank, Barnett Bank, N.A., and its subsidiaries engage in retail financial
services, commercial banking, trust and investment management services. Indirect
auto lending is carried out in several southern states. Mortgage lending is
conducted through retail and wholesale offices nationwide. Other banking
activities are concentrated in Florida and southern Georgia. The principal
non-bank subsidiary of the Company is EquiCredit Corporation, which engages in
consumer finance nationwide. On December 31, 1996 the Company had total assets
of $41.2 billion and total deposits of $33.8 billion. On that date, the Company
was one of the top 25 financial institutions in the United States and the
largest bank holding company in Florida.

The principal executive offices of the Company are located at 50 North Laura
Street, Jacksonville, Florida 32202. Its mailing address is Post Office Box
40789, Jacksonville, Florida 32203, and its telephone number is (904) 791-7720.

THE EXCHANGE OFFER

Up to $300,000,000 aggregate liquidation amount of New Capital Securities
are being offered in exchange for a like aggregate liquidation amount of Old
Capital Securities. The Company and the Trust are making the Exchange Offer in
order to satisfy its obligations under the Registration Rights Agreement
relating to the Old Capital Securities. For a description of the procedures for
tendering Old Capital Securities, see "The Exchange Offer--Procedures for
Tendering Old Capital Securities."

EXPIRATION DATE

5:00 p.m., New York City time, on , 1997 unless the Exchange Offer is
extended by the Company and the Trust. See "The Exchange Offer--Expiration Date;
Extensions; Amendments."

CONDITIONS TO THE EXCHANGE OFFER

The Exchange Offer is subject to certain conditions, which may be waived by
the Company and the Trust in their sole discretion. The Exchange Offer is not
conditioned upon any minimum Liquidation Amount of Old Capital Securities being
tendered. See "The Exchange Offer--Conditions to the Exchange Offer."

The Company and the Trust reserve the right in their sole and absolute
discretion, subject to applicable law, at any time and from time to time, (i) to
delay the acceptance of the Old Capital Securities for exchange, (ii) to
terminate the Exchange Offer if certain specified conditions have not been
satisfied, (iii) to extend the Expiration Date of the Exchange Offer and retain
all Old Capital Securities tendered

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<PAGE>
pursuant to the Exchange Offer, subject, however, to the right of holders of Old
Capital Securities to withdraw their tendered Old Capital Securities, or (iv) to
waive any condition or otherwise amend the terms of the Exchange Offer in any
respect. See "The Exchange Offer--Expiration Date; Extensions; Amendments."

WITHDRAWAL RIGHTS

Tenders of Old Capital Securities may be withdrawn at any time on or prior
to the Expiration Date by delivering a written notice of such withdrawal to the
Exchange Agent in conformity with certain procedures set forth below under "The
Exchange Offer--Withdrawal Rights."

PROCEDURES FOR TENDERING OLD CAPITAL SECURITIES

Tendering holders of Old Capital Securities must complete and sign the
Letter of Transmittal in accordance with the instructions contained therein and
forward the same by mail, facsimile or hand delivery, together with any other
required documents, to the Exchange Agent (as defined herein) and must comply
with the procedures for book-entry transfers of Old Capital Securities into the
Exchange Agent's account at The Depository Trust Company. Holders of Old Capital
Securities registered in the name of a broker, dealer, commercial bank, trust
company or other nominee are urged to contact such person promptly if they wish
to tender Old Capital Securities pursuant to the Exchange Offer. See "The
Exchange Offer--Procedures for Tendering Old Capital Securities."

Letters of Transmittal should not be sent to the Company or the Trust. Such
documents should only be sent to the Exchange Agent. Questions regarding how to
tender and requests for information should be directed to the Exchange Agent.
See "The Exchange Offer--Exchange Agent."

RESALES OF NEW CAPITAL SECURITIES

The Company and the Trust are making the Exchange Offer in reliance on the
position of the staff of the Division of Corporation Finance of the Commission
as set forth in certain interpretive letters addressed to third parties in other
transactions. However, neither the Company nor the Trust has sought its own
interpretive letter and there can be no assurance that the staff of the Division
of Corporation Finance of the Commission would make a similar determination with
respect to the Exchange Offer as it has in such interpretive letters to third
parties. Based on these interpretations by the staff of the Division of
Corporation Finance, and subject to the two immediately following sentences, the
Company and the Trust believe that New Capital Securities issued pursuant to
this Exchange Offer in exchange for Old Capital Securities may be offered for
resale, resold and otherwise transferred by a holder thereof (other than a
holder who is a broker-dealer) without further compliance with the registration
and prospectus delivery requirements of the Securities Act, provided that such
New Capital Securities are acquired in the ordinary course of such holder's
business and that such holder is not participating, and has no arrangement or
understanding with any person to participate, in a distribution (within the
meaning of the Securities Act) of such New Capital Securities. However, any
holder of Old Capital Securities who is an "affiliate" of the Company or the
Trust or who intends to participate in the Exchange Offer for the purpose of
distributing the New Capital Securities, or any broker-dealer who purchased the
Old Capital Securities from the Trust to resell pursuant to Rule 144A or any
other available exemption under the Securities Act, (a) will not be able to rely
on the interpretations of the staff of the Division of Corporation Finance of
the Commission set forth in the above-mentioned interpretive letters, (b) will
not be permitted or entitled to tender such Old Capital Securities in the
Exchange Offer and (c)must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any sale or other transfer
of such Old Capital Securities unless such sale is made pursuant to an exemption
from such requirements. In addition, as described below, if any broker-dealer
holds Old Capital Securities acquired for its own account as a result of
market-making or other trading activities and exchanges such Old Capital
Securities for New

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Capital Securities, then such broker-dealer must deliver a prospectus meeting
the requirements of the Securities Act in connection with any resales of such
New Capital Securities.

Each holder of Old Capital Securities who wishes to exchange Old Capital
Securities for New Capital Securities in the Exchange Offer will be required to
represent that (i) it is not an "affiliate" of the Company or the Trust, (ii)
any New Capital Securities to be received by it are being acquired in the
ordinary course of its business, (iii) it has no arrangement or understanding
with any person to participate in a distribution (within the meaning of the
Securities Act) of such New Capital Securities, and (iv) if such holder is not a
broker-dealer, such holder is not engaged in, and does not intend to engage in,
a distribution (within the meaning of the Securities Act) of such New Capital
Securities. Each broker-dealer that receives New Capital Securities for its own
account pursuant to the Exchange Offer must acknowledge that is acquired the Old
Capital Securities for its own account as the result of market-making activities
or other trading activities and must agree that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Capital Securities. The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
Based on the position taken by the staff of the Division of Corporation Finance
of the Commission in the interpretive letters referred to above, the Company and
the Trust believe that broker-dealers who acquired Old Capital Securities for
their own accounts as a result of market-making activities or other trading
activities ("Participating Broker-Dealers") may fulfill their prospectus
delivery requirements with respect to the New Capital Securities received the
New Capital Securities received upon exchange of such Old Capital Securities
(other than Old Capital Securities which represent an unsold allotment from the
original sale of the Old Capital Securities) with a prospectus meeting the
requirements of the Securities Act, which may be the prospectus prepared for an
exchange offer so long as it contains a description of the plan of distribution
with respect to the resale of such New Capital Securities. Accordingly, this
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Participating Broker-Dealer in connection with resales of new Capital
Securities received in exchange for Old Capital Securities where such Old
Capital Securities were acquired by such Participating Broker-Dealer for its own
account as a result of market-making or other trading activities. Subject to
certain provisions set forth in the Registration Rights Agreement and to the
limitations described below under "The Exchange Offer--Resale of New Capital
Securities," the Company and the Trust have agreed that this Prospectus, as it
may be amended or supplemented from time to time, may be used by a Participating
Broker-Dealer in connection with resales of such New Capital Securities for a
period ending 90 days after the Expiration Date or, if earlier, when all such
New Capital Securities have been disposed of by such Participating
Broker-Dealer. See "Plan of Distribution." Any Participating Broker-Dealer which
is an affiliate of the Company or the Trust may not rely on such interpretive
letters and must comply with the registration and prospectus delivery
requirements of the Securities Act in connection with any resale transaction.
See "The Exchange Offer--Resales of New Capital Securities."

EXCHANGE AGENT

The exchange agent with respect to the Exchange Offer is The First National
Bank of Chicago (the "Exchange Agent"). See "The Exchange Offer--Exchange
Agent."

USE OF PROCEEDS

Neither the Company nor the Trust will receive any cash proceeds from the
issuance of the New Capital Securities offered hereby. See "Use of Proceeds From
Sale of Old Capital Securities."

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THE NEW CAPITAL SECURITIES

SECURITIES OFFERED

Up to $300,000,000 aggregate liquidation amount of the Trust's 8.06% Capital
Securities, evidencing undivided beneficial ownership interests in the assets of
the Trust, which have been registered under the Securities Act (Liquidation
Amount $1,000 per Capital Security). The New Capital Securities will be issued
and the Old Capital Securities were issued under the Declaration. The New
Capital Securities and any Old Capital Securities which remain outstanding after
consummation of the Exchange Offer will constitute a single series of Capital
Securities under the Declaration and, accordingly, will vote together as a
single class for purposes of determining whether holders of the requisite
percentage in outstanding liquidation amount thereof have taken certain actions
or exercised certain rights under the Declaration. See "Description of Capital
Securities." The terms of the New Capital Securities are identical in all
material respects to the terms of the Old Capital Securities, except that the
New Capital Securities have been registered under the Securities Act and
therefore are not subject to certain restrictions on transfer applicable to the
Old Capital Securities and will not provide for any liquidated damages in
connection with the registration thereof. See "The Exchange Offer--Purpose of
the Exchange Offer," "Description of Capital Securities" and "Description of the
Old Securities." The Capital Securities will have a preference under certain
circumstances with respect to cash distributions and amounts payable on
liquidation, redemption or otherwise over the Common Securities.

DISTRIBUTIONS

Holders of the Capital Securities will be entitled to receive cumulative
cash distributions at an annual rate of 8.06% of the liquidation preference of
$1000 per Capital Security, accruing from the date of original issuance and
payable semi-annually in arrears on the first day of June and December of each
year, commencing on June 1, 1997. The distribution rate and the distribution and
other payment dates for the Capital Securities will correspond to the interest
rate and interest and other payment dates on the Junior Subordinated Debentures.
See "Description of Capital Securities."

JUNIOR SUBORDINATED DEBENTURES

The New Junior Subordinated Debentures will mature on December 1, 2026. The
New Junior Subordinated Debentures will rank subordinate and junior in right of
payment to all Indebtedness of the Company. In addition, the Company's
obligations under the Junior Subordinated Debentures will be structurally
subordinated to all existing and future liabilities and obligations of its
subsidiaries. See "Risk Factors--Ranking of Subordinated Obligations Under the
Guarantee and the Junior Subordinated Debentures," "Risk Factors--Status of
Company as Holding Company" and "Description of Junior Subordinated
Debentures--Subordination."

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GUARANTEE

Payment of distributions out of moneys held by the Trust, and payments on
liquidation of the Trust or the redemption of the New Capital Securities, are
guaranteed by the Company to the extent the Trust has funds available therefor.
If the Company does not make principal or interest payments on the New Junior
Subordinated Debentures, the Trust will not have sufficient funds to make
distributions on the New Capital Securities, in which event the Guarantee shall
not apply to such distribution until the Trust has sufficient funds available
therefor. The Company's obligations under the New Guarantee, taken together with
its obligations under the New Junior Subordinated Debentures and the Indenture,
including its obligation to pay all costs, expenses and liabilities of the Trust
(other than with respect to the Capital Securities), constitute a full and
unconditional guarantee of all of the Trust's obligations under the Capital
Securities. See "Description of Guarantee" and "Relationship Among the Capital
Securities, the Junior Subordinated Debentures and the Guarantee." The
obligations of the Company under the New Guarantee are subordinate and junior in
right of payment to all Indebtedness of the Company. See "Risk Factors-- Ranking
of Subordinated Obligations Under the Guarantee and the Junior Subordinated
Debentures" and "Description of Guarantee."

RIGHT TO DEFER INTEREST

The Company has the right to defer payment of interest on the Junior
Subordinated Debentures by extending the interest payment period on the New
Junior Subordinated Debentures, from time to time, for up to 10 consecutive
semi-annual periods. There could be multiple Extension Periods of varying
lengths throughout the term of the New Junior Subordinated Debentures. If
interest payments on the New Junior Subordinated Debentures are so deferred,
distributions on the New Capital Securities will also be deferred for an
equivalent period and the Company may not, and may not permit any subsidiary of
the Company to, subject to certain exceptions set forth herein, (i) declare or
pay any dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, the Company's capital stock or (ii) make
any payment of principal, interest or premium, if any, on or repay, repurchase
or redeem any debt securities that rank PARI PASSU with or junior to the New
Junior Subordinated Debentures or make any guarantee payments with respect to
any guarantee by the Company of the debt securities of any subsidiary of the
Company if such guarantee ranks PARI PASSU with or junior to the New Junior
Subordinated Debentures (other than (a) dividends or distributions in common
stock of the Company, (b) payments under the Guarantee, (c) any declaration of a
dividend in connection with the implementation of a stockholders' rights plan,
or the issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, and (d) purchases of common
stock related to the issuance of common stock or rights under any of the
Company's benefit plans). During an Extension Period, interest on the New Junior
Subordinated Debentures will continue to accrue (and the amount of Distributions
to which holders of the New Capital Securities are entitled will accumulate) at
the rate of 8.06% per annum, compounded semi-annually. During an Extension
Period, holders of Capital Securities will be required to include deferred
interest income allocated to their Capital Securities in their gross income as
original issue discount ("OID") even though the cash payments attributable
thereto have not been made. See "Description of Junior Subordinated
Debentures--Option to Extend Interest Payments Period" and "Certain United
States Federal Income Tax Consequences--Interest Income and Original Issue
Discount."

REDEMPTION

The New Junior Subordinated Debentures are redeemable by the Company in
whole or in part on or after December 1, 2006, or at any time in whole upon the
occurrence of a Special Event, in either case subject to any necessary prior
approval of the Federal Reserve. If the New Junior Subordinated Debentures are
redeemed, the Trust must redeem the New Capital Securities having an aggregate
liquidation preference equal to the aggregate principal amount of the New Junior
Subordinated Debentures so

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redeemed. The New Capital Securities will be redeemed upon maturity of the New
Junior Subordinated Debentures. See "Description of Capital
Securities--Redemption."

LIQUIDATION OF THE TRUST

Upon the occurrence and continuation of a Special Event, the Company will
have the right, subject to any necessary prior approval of the Federal Reserve,
to terminate the Trust and cause the New Junior Subordinated Debentures to be
distributed to the holders of the New Capital Securities and the Common
Securities in liquidation of the Trust. See "Description of Capital
Securities--Liquidation Distribution Upon Dissolution."

In the event of the liquidation of the Trust, after satisfaction of the
claims of creditors of the Trust, if any, as provided by applicable law, the
holders of the New Capital Securities will be entitled to receive a liquidation
preference of $1000 per New Capital Security plus accumulated and unpaid
Distributions thereon to the date of payment, which may be in the form of a
distribution of such amount in New Junior Subordinated Debentures as described
above. If such Liquidation Distribution can be paid only in part because the
Trust has insufficient assets available to pay in full the aggregate Liquidation
Distribution, then the amounts payable directly by the Trust on the New Capital
Securities shall be paid on a pro rata basis. The holder of the Common
Securities will be entitled to receive distributions upon any such liquidation
pro rata with the holders of the New Capital Securities, except that if an
Indenture Event of Default has occurred and is continuing, the Capital
Securities shall have a priority over the Common Securities. See "Description of
Capital Securities--Liquidation Distribution Upon Dissolution."

RATINGS

It is expected that the New Capital Securities will be rated BBB by Standard
& Poor's Ratings Services ("S&P") and a3 by Moody's Investors Service, Inc.
("Moody's"). A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating organization.

ABSENCE OF MARKET FOR THE NEW CAPITAL SECURITIES

The New Capital Securities will be a new issue of securities for which there
currently is no market. Although Morgan Stanley & Co. Incorporated, Lehman
Brothers, Merrill Lynch & Co. and Salomon Brothers Inc., the initial purchasers
of the Old Capital Securities (the "Initial Purchasers"), have informed the
Company and the Trust that they each currently intend to make a market in the
New Capital Securities, they are not obligated to do so, and any such market
making may be discontinued at any time without notice. Accordingly, there can be
no assurance as to the development or liquidity of any market for the New
Capital Securities. The Trust and the Company do not intend to apply for listing
of the New Capital Securities on any securities exchange or for quotation
through the National Association of Securities Automated Quotation System.

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RISK FACTORS

THE FOLLOWING INFORMATION SHOULD BE CAREFULLY CONSIDERED IN EVALUATING THE
NEW CAPITAL SECURITIES BEFORE DECIDING WHETHER TO ACCEPT THE EXCHANGE OFFER. TO
THE EXTENT ANY OF THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS
PROSPECTUS CONSTITUTES A "FORWARD-LOOKING STATEMENT" AS DEFINED IN SECTION
27A(i)(l) OF THE SECURITIES ACT, THE RISK FACTORS SET FORTH BELOW ARE CAUTIONARY
STATEMENTS IDENTIFYING IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE IN THE FORWARD-LOOKING STATEMENT.

RANKING OF SUBORDINATED OBLIGATIONS UNDER THE GUARANTEE AND THE JUNIOR
SUBORDINATED DEBENTURES

The obligations of the Company under the Guarantee issued by the Company for
the benefit of the holders of Capital Securities and under the Junior
Subordinated Debentures are unsecured and rank subordinate and junior in right
of payment to all Indebtedness of the Company. At December 31, 1996, the
Indebtedness of the Company aggregated approximately $1.2 billion. Neither the
Indenture, the Guarantee nor the Declaration place any limitation on the amount
of secured or unsecured Indebtedness that may be incurred by the Company. See
"Description of Guarantee--Status of the Guarantee" and "Description of Junior
Subordinated Debentures--Subordination."

STATUS OF COMPANY AS HOLDING COMPANY

As a holding company, the ability of the Company to make payments of
interest and principal on the Junior Subordinated Debentures will be dependent
primarily upon the receipt of dividends and other distributions from the
Company's subsidiaries. The Company's principal subsidiary is Barnett Bank, N.A.
(the "Bank"). There are various regulatory restrictions on the ability of the
Company's banking subsidiaries to pay dividends or make other payments to the
Company. At December 31, 1996, the Company's banking subsidiaries could pay an
aggregate of $315 million in dividends to the Company without prior regulatory
approval. In addition, the right of the Company to participate in any
distribution of assets of any subsidiary, including the Bank, upon such
subsidiary's liquidation or reorganization or otherwise (and thus the ability of
holders of the Capital Securities to benefit indirectly from such distribution),
will be subject to the prior claims of creditors of that subsidiary, except to
the extent that any claims of the Company as a creditor of such subsidiary may
be recognized as such. Accordingly, the Capital Securities will effectively be
subordinated to all existing and future liabilities of the Company's
subsidiaries, and holders of the Capital Securities should look only to the
assets of the Company for payments on the Capital Securities. As of December 31,
1996, the Company's consolidated subsidiaries had indebtedness and other
liabilities of approximately $37.4 billion.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF CAPITAL SECURITIES

If a Trust Enforcement Event (as defined herein) occurs and is continuing,
then the holders of Capital Securities would rely on the enforcement by the
Property Trustee (as defined herein) of its rights as a holder of the Junior
Subordinated Debentures against the Company. The holders of a majority in
liquidation preference of the Capital Securities will have the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Property Trustee or to direct the exercise of any trust or power
conferred upon the Property Trustee under the Declaration, including the right
to direct the Property Trustee to exercise the remedies available to it as a
holder of the Junior Subordinated Debentures. If the Property Trustee fails to
enforce its rights with respect to the Junior Subordinated Debentures held by
the Trust, any record holder of Capital Securities may institute legal
proceedings directly against the Company to enforce the Property Trustee's
rights under such Junior Subordinated Debentures without first instituting any
legal proceedings against such Property Trustee or any other person or entity.

If the Company were to default on its obligation to pay amounts payable
under the Junior Subordinated Debentures, the Trust would lack funds for the
payment of Distributions or amounts payable on redemption of the Capital
Securities or otherwise, and, in such event, holders of the Capital Securities

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would not be able to rely upon the Guarantee for payment of such amounts.
However, in the event the Company failed to pay interest on or principal of the
Junior Subordinated Debentures on the payment date on which such payment is due
and payable, then a holder of Capital Securities may directly institute a
proceeding against the Company for enforcement of payment to such holder of the
interest on or principal of such Junior Subordinated Debentures having a
principal amount equal to the aggregate liquidation preference of the Capital
Securities of such holder (a "Direct Action"). In connection with such Direct
Action, the Company will be subrogated to the rights of such holder of Capital
Securities under the Declaration to the extent of any payment made by the
Company to such holder of Capital Securities in such Direct Action. Except as
set forth herein, holders of Capital Securities will not be able to exercise
directly any other remedy available to the holders of Junior Subordinated
Debentures or assert directly any other rights in respect of the Junior
Subordinated Debentures. See "Description of Capital Securities-- Enforcement of
Certain Rights by Holders of Capital Securities," "Description of Guarantee" and
"Description of Junior Subordinated Debentures--Debenture Events of Default."
The Declaration provides that each holder of Capital Securities by acceptance
thereof agrees to the provisions of the Guarantee and the Indenture.

OPTION TO EXTEND INTEREST PAYMENT PERIOD; TAX CONSEQUENCES

The Company has the right under the Indenture to defer the payment of
interest on the Junior Subordinated Debentures at any time or from time to time
for a period not exceeding 10 consecutive semi-annual periods, provided that no
Extension Period may extend beyond the Stated Maturity of the Junior
Subordinated Debentures. As a consequence of any such deferral, semi-annual
Distributions on the Capital Securities by the Trust would be deferred but would
continue to accumulate at the rate of 8.06% per annum, compounded semi-annually
during any such Extension Period. During any such Extension Period, the Company
may not, and may not permit any subsidiary of the Company to, (i) declare or pay
any dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank PARI PASSU
with or junior to the Junior Subordinated Debentures or make any guarantee
payments with respect to any guarantee by the Company of the debt securities of
any subsidiary of the Company if such guarantee ranks PARI PASSU with or junior
to the Junior Subordinated Debentures (other than (a) dividends or distributions
in common stock of the Company, (b) payments under the Guarantee (c) any
declaration of a dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, and
(d) purchases of common stock related to the issuance of common stock or rights
under any of the Company's benefit plans). Prior to the termination of any such
Extension Period, the Company may further extend the Extension Period, provided
that no Extension Period may exceed 10 consecutive semi-annual periods or extend
beyond the Stated Maturity of the Junior Subordinated Debentures. Upon the
termination of any Extension Period and the payment of all amounts then due on
any Interest Payment Date, the Company may elect to begin a new Extension Period
subject to the above requirements. See "Description of Capital
Securities--Distributions" and "Description of Junior Subordinated
Debentures--Option to Extend Interest Payment Period."

Should the Company defer payment of interest on the Junior Subordinated
Debentures, a holder of Capital Securities will be required to accrue income (in
the form of OID) in respect of its pro rata share of the Junior Subordinated
Debentures held by the Trust for United States federal income tax purposes. As a
result, a holder of Capital Securities will include such income in gross income
for United States federal income tax purposes in advance of the receipt of cash
attributable to such interest income, and will not receive the cash related to
such income from the Trust if the holder disposes of the Capital Securities
prior to the record date for the payment of Distributions with respect to such
Extension Period. See "Certain United States Federal Income Tax
Consequences--Interest Income and Original Issue Discount" and "-- Sales of
Capital Securities."

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The Company has no current intention of exercising its right to defer
payments of interest by extending the interest payment period on the Junior
Subordinated Debentures. However, should the Company elect to exercise such
right in the future, the market price of the Capital Securities is likely to be
adversely affected. A holder that disposes of its Capital Securities during an
Extension Period, therefore, might not receive the same return on its investment
as a holder that continues to hold its Capital Securities. In addition, as a
result of the existence of the Company's right to defer interest payments, the
market price of the Capital Securities (which represent undivided beneficial
ownership interests in the Junior Subordinated Debentures) may be more volatile
than the market prices of other similar securities where the issuer does not
have such right to defer interest payments.

SPECIAL EVENT REDEMPTION; PROPOSED TAX LEGISLATION

Upon the occurrence and continuation of a Special Event, the Company has the
right, subject to any necessary approval of the Federal Reserve, to redeem the
Junior Subordinated Debentures in whole (but not in part) at the redemption
price described in the Indenture within 90 days following the occurrence of such
Special Event and thereby cause a mandatory redemption of the Capital Securities
and Common Securities. A "Special Event" means a Tax Event, a Regulatory Capital
Event or an Investment Company Event (each as defined herein).

Legislation was proposed by the United States Department of the Treasury on
February 6, 1997, as part of President Clinton's Fiscal 1998 Budget Proposal
(the "Proposed Legislation"), that contained a provision which generally would
deny the interest deduction for interest paid or accrued on an instrument issued
by a corporation that (i) has a maximum term of more than 15 years and (ii) is
not shown as indebtedness on the separate balance sheet of the issuer or, where
the instrument is issued to a related party (other than a corporation), where
the holder or some other related party issued a related instrument that is not
shown as indebtedness on the issuer's consolidated balance sheet. This provision
is proposed to be effective generally for instruments issued on or after the
date of first Congressional committee action on the Proposed Legislation. If
this provision were to apply to the Junior Subordinated Debentures, the Company
would not be able to deduct the interest on the Junior Subordinated Debentures.
It is expected that if the Proposed Legislation were enacted, such legislation
would not apply to the Junior Subordinated Debentures since they would be issued
prior to the date of first Congressional committee action. However, there can be
no assurance that the Proposed Legislation or future legislative proposals or
final legislation will not adversely affect the ability of the Company to deduct
the interest on the Junior Subordinated Debentures or otherwise affect the tax
treatment of the transactions described herein. Such a change, therefore, could
give rise to a Tax Event, which would permit the Company to cause the redemption
of the Capital Securities upon receiving an opinion of counsel, as described
more fully under "Description of Capital Securities--Redemption--Special Event
Redemption or Distribution of Junior Subordinated Debentures."

LIQUIDATION DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES

Upon the occurrence and continuation of a Special Event the Company will
have the right, subject to any necessary prior approval of the Federal Reserve,
to terminate the Trust and cause the Junior Subordinated Debentures to be
distributed to the holders of the Capital Securities and the Common Securities
in liquidation of the Trust. In addition, upon liquidation of the Trust and
certain other events, the Junior Subordinated Debentures may be distributed to
such holders. Under current United States federal income tax law and
interpretations thereof and assuming, as expected, the Trust is treated as a
grantor trust for United States federal income tax purposes, a distribution by
the Trust of the Junior Subordinated Debentures pursuant to a liquidation of the
Trust will not be a taxable event to the Trust or to holders of the Capital
Securities and will result in a holder of the Capital Securities receiving
directly such holder's pro rata share of the Junior Subordinated Debentures
(previously held indirectly through the Trust). If, however, the liquidation of
the Trust were to occur because the Trust is subject to United States

17
<PAGE>
federal income tax with respect to income accrued or received on the Junior
Subordinated Debentures as a result of the occurrence of a Tax Event or
otherwise, the distribution of Junior Subordinated Debentures to holders of the
Capital Securities by the Trust would be a taxable event to the Trust and each
holder, and holders of the Capital Securities would recognize gain or loss as if
they had exchanged their Capital Securities for the Junior Subordinated
Debentures they received upon the liquidation of the Trust. See "Certain United
States Federal Income Tax Consequences--Distribution of Junior Subordinated
Debentures or Cash Upon Liquidation of the Trust."

There can be no assurance as to the market prices for Capital Securities or
Junior Subordinated Debentures that may be distributed in exchange for Capital
Securities if a liquidation of the Trust occurs. Accordingly, the Capital
Securities that an investor may purchase, whether pursuant to the offer made
hereby or in the secondary market, or the Junior Subordinated Debentures that a
holder of Capital Securities may receive on liquidation of the Trust, may trade
at a discount to the price that the investor paid to purchase the Capital
Securities offered hereby. Because holders of Capital Securities may receive
Junior Subordinated Debentures on termination of the Trust, prospective
purchasers of Capital Securities are also making an investment decision with
regard to the Junior Subordinated Debentures and should carefully review all the
information regarding the Junior Subordinated Debentures contained herein. See
"Description of Capital Securities--Redemption" and "--Liquidation Distribution
upon Dissolution" and "Description of Junior Subordinated Debentures--General."

LIMITED VOTING RIGHTS

Holders of Capital Securities generally will have limited voting rights
relating only to the modification of the Capital Securities and certain other
matters described herein. Holders of Capital Securities will not be entitled to
vote to appoint, remove or replace any of the Trustees (as defined below), which
voting rights are vested exclusively in the holder of the Common Securities. The
Trustees and the Company may amend the Declaration without the consent of
holders of Capital Securities to ensure that the Trust will be classified as a
grantor trust for United States federal income tax purposes, even if such action
adversely affects the interests of such holders. See "Description of Capital
Securities--Voting Rights; Amendment of the Declaration" and "--Removal of
Trustees."

CONSEQUENCES OF A FAILURE TO EXCHANGE OLD CAPITAL SECURITIES

The Old Capital Securities have not been registered under the Securities Act
or any state securities laws and therefore may not be offered, sold or otherwise
transferred except in compliance with the registration requirements of the
Securities Act and any other applicable securities laws, or pursuant to an
exemption therefrom or in a transaction not subject thereto, and in each case in
compliance with certain other conditions and restrictions. Old Capital
Securities which remain outstanding after consummation of the Exchange Offer
will continue to bear a legend reflecting such restrictions on transfer. In
addition, upon consummation of the Exchange Offer, holders of Old Capital
Securities which remain outstanding will not have any rights to have such Old
Capital Securities registered under the Securities Act or to any similar rights
under the Registration Rights Agreement (subject to certain limited exceptions).
The Company and the Trust do not intend to register under the Securities Act any
Old Capital Securities which remain outstanding after consummation of the
Exchange Offer (subject to such limited exceptions, if applicable).

To the extent that Old Capital Securities are tendered and accepted in the
Exchange Offer, a holder's ability to sell untendered Old Capital Securities
could be adversely affected. In addition, although the Old Capital Securities
have been designated for trading in the Private Offerings, Resale and Trading
through Automatic linkages ("PORTAL") market, to the extent that Old Capital
Securities are tendered and accepted in connection with the Exchange Offer, any
trading market for Old Capital Securities which remain outstanding after the
Exchange Offer could be adversely affected.

18
<PAGE>
ABSENCE OF PUBLIC MARKET

The Old Capital Securities were issued to, and the Company believes are
currently owned by, a relatively small number of beneficial owners. The Old
Capital Securities have not been registered under the Securities Act and will be
subject to restrictions on transferability to the extent that they are not
exchanged for the New Capital Securities. Although the New Capital Securities
will generally be permitted to be resold or otherwise transferred by the holders
(who are not affiliates of the Company or the Trust) without compliance with the
registration requirements under the Securities Act, they will constitute a new
issue of securities with no established trading market. The New Capital
Securities will not be listed on any securities exchange. The Company and the
Trustee have been advised by the Initial Purchasers that the Initial Purchasers
presently intend to make a market in the New Capital Securities. However, the
Initial Purchasers are not obligated to do so and any market making activity
with respect to the New Capital Securities may be discontinued at any time
without notice. In addition, such market-making activity will be subject to the
limits imposed by the Securities Act and the Exchange Act and may be limited
during the Exchange Offer. Accordingly, no assurance can be given that an active
public or other market will develop for the New Capital Securities or the Old
Capital Securities or as to the liquidity of the trading market for the New
Capital Securities or the Old Capital Securities. If an active public market
does not develop, the market price and liquidity of the New Capital Securities
may be adversely affected.

If a public trading market develops for the New Capital Securities, future
trading prices of such securities will depend on many factors, including, among
other things, prevailing interest rates, results of operations and the market
for similar securities. Depending on prevailing interest rates, the market for
similar securities and other factors, including the financial condition of the
Company, the New Capital Securities may trade at a discount.

EXCHANGE OFFER PROCEDURES

Issuance of the New Capital Securities in exchange for Old Capital
Securities pursuant to the Exchange Offer will be made only after timely
book-entry confirmation of a book-entry transfer of Old Capital Securities into
the Exchange Agent's account at The Depository Trust Company and after a timely
receipt by the Exchange Agent of a properly completed and duly executed Letter
of Transmittal and all other required documents. Therefore, holders of the Old
Capital Securities desiring to tender such Old Capital Securities in exchange
for New Capital Securities should allow sufficient time to ensure timely
delivery. The Trust is under no duty to give notification of defects or
irregularities with respect to the tenders of Old Capital Securities for
exchange.

19
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES AND RATIO OF EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The Company's consolidated ratios of earnings to fixed charges and
consolidated ratios of earnings to combined fixed charges and preferred stock
dividend requirements for each of the periods indicated are set forth below:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Earnings to Fixed Charges:
Excluding Interest on Deposits........ 4.65 4.18 4.92 6.04 3.27
Including Interest on Deposits........ 1.77 1.66 1.78 1.69 1.26

Earnings to Combined Fixed Charges and
Preferred Stock Dividend Requirements:
Excluding Interest on Deposits........ 4.59 3.82 4.29 4.95 2.72
Including Interest on Deposits........ 1.77 1.62 1.73 1.64 1.23
</TABLE>

For purposes of computing the ratios of both earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividend requirements,
earnings represent net income plus applicable income taxes and fixed charges.
Fixed charges, excluding interest on deposits, represent interest expense
(except interest on deposits), capitalized interest, and the interest factor
included in rents. Fixed charges, including interest on deposits, represent all
interest expense, capitalized interest, minority interest, and the interest
factor included in rents. Combined fixed charges and preferred stock dividend
requirements, excluding interest on deposits, represent interest expense (except
interest paid on deposits), capitalized interest, minority interest, an amount
equal to the pre-tax earnings required to meet applicable preferred stock
dividend requirements, and the interest factor included in rents. Combined fixed
charges and preferred stock dividend requirements, including interest on
deposits, represent all interest expense, capitalized interest, an amount equal
to the pre-tax earnings required to meet applicable preferred stock dividend
requirements, and the interest factor included in rents.

USE OF PROCEEDS FROM SALE OF OLD CAPITAL SECURITIES

Neither the Company nor the Trust will receive any cash proceeds from the
issuance of the New Capital Securities offered hereby. In consideration for
issuing the New Capital Securities in exchange for Old Capital Securities as
described in this Prospectus, the Trust will receive Old Capital Securities, the
Trust will receive Old Capital Securities in like liquidation amount. The Old
Capital Securities surrendered in exchange for the New Capital Securities will
be retired and cancelled.

The net proceeds to the Trust from the offering of the Old Capital
Securities was approximately $300,000,000 (before deducting expenses associated
with the offering). All of the proceeds from the sale of the Old Capital
Securities were invested by the Trust in the Old Junior Subordinated Debentures.
The Company intends that the net proceeds from the sale of the Old Junior
Subordinated Debentures will be used for general corporate purposes, which may
include the repayment of indebtedness, investments in or extensions of credit to
its subsidiaries and the financing of possible acquisitions.

ACCOUNTING TREATMENT

For financial reporting purposes, the Trust will be treated as a subsidiary
of the Company and, accordingly, the accounts of the Trust will be included in
the consolidated financial statements of the Company. The Capital Securities
will be presented in the consolidated statements of financial condition of the
Company as a separate line item directly above shareholders' equity under the
caption "Company Obligated Mandatorily Redeemable Securities of Trusts Holding
Solely Parent Debentures" and appropriate disclosures about the Capital
Securities, the Guarantee and the Junior Subordinated Debentures will be
included in the notes to the consolidated financial statements for financial
reporting purposes. The Company will record Distributions payable on the Capital
Securities as an expense in the consolidated statements of income.

20
<PAGE>
REGULATORY TREATMENT

The Company is required by the Federal Reserve to maintain certain levels of
capital for bank regulatory purposes. The Company expects that the Capital
Securities will be treated as Tier 1 capital of the Company for such purposes.

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company and its subsidiaries as of December 31, 1996. The following data should
be read in conjunction with the consolidated financial statements and notes
thereto of the Company incorporated herein by reference. The issuance of the New
Capital Securities in the Exchange Offer will have no effect on the
capitalization of the Company.

<TABLE>
<CAPTION>
DECEMBER 31, 1996
-----------------------
AS
ACTUAL ADJUSTED(2)
---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Long-term debt:
Direct obligations of Company................... $1,215,928 $ 1,215,928
Obligations of Company subsidiaries............. 10,601 10,601
---------- -----------
Total long-term debt.......................... 1,226,529 1,226,529
---------- -----------
Company Obligated Mandatorily Redeemable
Securities of Trust Holding Solely Parent
Debentures...................................... 500,000(1) 750,000(2)
---------- -----------
Shareholders' equity:
Preferred stock................................. 212 212
Common stock.................................... 395,338 395,338
Contributed capital............................. 220,041 220,041
Net unrealized gain on investment securities
available for sale............................ 8,187 8,187
Retained earnings............................... 2,808,749 2,808,749
Less: employee stock plan obligation (62,196) (62,196)
---------- -----------
Total shareholders' equity...................... 3,370,331 3,370,331
---------- -----------
Total capitalization.......................... $5,096,860 $ 5,346,860
---------- -----------
---------- -----------
CAPITAL RATIOS:
Tier 1 capital to risk-based assets............. 10.97% 11.80%
Total risk-based capital to risk-based assets 14.17% 15.01%
Leverage........................................ 8.21% 8.83%
</TABLE>

- ------------------------

(1) The Company Obligated Mandatorily Redeemable Securities of Trust Holding
Solely Parent Debentures reflects the Capital Securities. The Trust is a
wholly-owned subsidiary of the Company and holds the Junior Subordinated
Debentures as its sole asset. This amount also includes the issuance of the
$200,000,000 Barnett Capital II 7.95% Capital Securities.

(2) The consolidated capitalization of the Company is set forth as adjusted for
the issuance of the $250,000,000 Barnett Capital III Floating Rate Capital
Securities on January 28, 1997.

21
<PAGE>
SELECTED FINANCIAL INFORMATION

The following table sets forth selected historical consolidated financial
information of the Company as of and for the periods indicated below. The
summary consolidated financial data as of and for the years ended December 31,
1996, 1995 and 1994 were derived from the audited consolidated financial
statements of the Company incorporated herein by reference. The consolidated
financial data contained herein is adjusted to reflect a 2 for 1 stock split as
of September 6, 1996. The following information should be read in conjunction
with the consolidated financial statements of the Company, together with the
related notes thereto, incorporated herein by reference.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31
-------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
(DOLLARS IN THOUSANDS EXCEPT SHARE
AND PER SHARE DATA)
CONSOLIDATED OPERATING DATA:
INTEREST INCOME
Loans................................................................... $ 2,656,886 $ 2,580,408 $ 2,164,320
Investment securities................................................... 325,206 375,692 387,465
Federal funds sold and securities purchased under agreements to
resell................................................................ 23,698 4,887 3,108
Total interest income............................................... 3,005,790 2,960,987 2,554,893
INTEREST EXPENSE
Deposits................................................................ 924,331 993,046 761,511
Federal funds purchased and securities sold under agreements to
repurchase............................................................ 77,049 90,730 93,714
Other short-term borrowings............................................. 41,449 57,154 5,719
Long-term debt.......................................................... 93,941 78,323 60,464
Total interest expense.............................................. 1,136,770 1,219,253 921,408
Net interest income................................................. 1,869,020 1,741,734 1,633,485
Provision for loan losses............................................... 154,572 122,531 74,049
Net interest income after provision for loan losses................. 1,714,448 1,619,203 1,559,436
NON-INTEREST INCOME
Service charges on deposit accounts..................................... 237,779 225,966 227,573
Consumer finance income................................................. 125,866 83,477 --
Trust income 81,394 78,036 77,357
Credit card discounts and fees.......................................... 44,015 60,999 54,377
Mortgage banking income................................................. 67,111 62,640 33,112
Brokerage income........................................................ 43,990 31,694 30,010
Other service charges and fees.......................................... 141,331 118,616 104,845
Securities transactions................................................. 19,197 4,994 (13,086)
Other income............................................................ 49,811 52,601 28,412
Total non-interest income........................................... 810,494 719,023 542,600
NON-INTEREST EXPENSE
Salaries and employee benefits.......................................... 829,939 758,930 648,658
Net occupancy expense................................................... 135,933 126,480 118,251
Furniture and equipment expense......................................... 153,696 144,461 138,546
SAIF assessment......................................................... 24,524 -- --
Other expense........................................................... 472,896 488,761 458,776
Total non-interest expense.......................................... 1,616,988 1,518,632 1,364,231
Net non-interest expense............................................ 806,494 799,609 821,631
EARNINGS
Income before income taxes and minority interest........................ 907,954 819,594 737,805
Income tax provision.................................................... 341,082 286,293 249,834
Net income before minority interest................................. 566,872 533,301 487,971
Minority interest, net of income taxes.................................. (2,381) -- --
Net income.............................................................. 564,491 533,301 487,971
EARNINGS PER COMMON SHARE
Primary: Earnings per share............................................. $ 2.89 $ 2.65 $ 2.39
Average number of shares................................................ 194,297,705 195,094,816 196,162,382
Dividends on preferred stock............................................ $ 2,168 $ 15,861 $ 18,200
Fully diluted: Earnings per share....................................... $ 2.86 $ 2.56 $ 2.33
Average number of shares 197,354,540 207,959,474 209,532,262
CONSOLIDATED BALANCE SHEET DATA:
Total assets........................................................ $41,231,375 $41,553,545 $41,278,319
Total liabilities................................................... 37,361,044 38,281,359 38,144,136
Total shareholders' equity.......................................... 3,370,331 3,272,186 3,134,183
Total liabilities and shareholders' equity.......................... 41,231,375 41,553,545 41,278,319
</TABLE>

22
<PAGE>
THE TRUST

The Trust is a statutory business trust formed under the Delaware Business
Trust Act, as amended (the "Trust Act"), pursuant to a declaration of trust (as
amended and restated, the "Declaration") and the filing of a certificate of
trust as filed with the Secretary of State of the State of Delaware. The Company
has acquired Common Securities in an aggregate liquidation preference equal to
at least 3% of the total capital of the Trust. The Trust used all the proceeds
derived from the issuance of the Old Capital Securities and the Common
Securities to purchase the Old Junior Subordinated Debentures and, accordingly,
the assets of the Trust consist solely of the Old Junior Subordinated
Debentures. The Trust exists for the exclusive purpose of (i) issuing the Trust
Securities representing undivided beneficial ownership interests in the assets
of the Trust, (ii) investing the gross proceeds of the Trust Securities in the
Junior Subordinated Debentures, and (iii) engaging in only those other
activities necessary or incidental thereto.

Pursuant to the Declaration, there will initially be five trustees (the
"Trustees") for the Trust. Three of the Trustees (the "Regular Trustees") will
be individuals who are employees or officers of or who are affiliated with the
Company. The fourth trustee will be a financial institution that is unaffiliated
with the Company (the "Property Trustee"). The fifth trustee will be an entity
that maintains its principal place of business in the State of Delaware (the
"Delaware Trustee"). Initially, The First National Bank of Chicago, a national
banking association, will act as Property Trustee, and its affiliate, First
Chicago Delaware Inc., a Delaware corporation, will act as Delaware Trustee
until, in each case, removed or replaced by the Company as holder of the Common
Securities. The First National Bank of Chicago, will also act as trustee under
the Guarantee (the "Guarantee Trustee").

The Property Trustee will hold title to the Junior Subordinated Debentures
for the benefit of the holders of the Trust Securities, and the Property Trustee
will have the power to exercise all rights, powers and privileges with respect
to the Junior Subordinated Debentures under the Indenture (as defined herein) as
the holder of the Junior Subordinated Debentures. In addition, the Property
Trustee will maintain exclusive control of a segregated non-interest bearing
bank account (the "Property Account") to hold all payments made in respect of
the Junior Subordinated Debentures for the benefit of the holders of the Trust
Securities. The Guarantee Trustee will hold the Guarantee for the benefit of the
holders of the Capital Securities. The Company, as the holder of all the Common
Securities, will have the right to appoint, remove or replace any of the
Trustees and to increase or decrease the number of trustees, PROVIDED that the
number of trustees shall be at least three; PROVIDED further that at least one
trustee shall be a Delaware Trustee, at least one trustee shall be the Property
Trustee and at least one Trustee shall be a Regular Trustee. The Company will
pay all fees and expenses related to the organization and operations of the
Trust (including any taxes, duties, assessments or governmental charges of
whatever nature (other than withholding taxes) imposed by the United States or
any other domestic taxing authority upon the Trust) and the offering of the
Capital Securities and be responsible for all debts and obligations of the Trust
(other than with respect to the Capital Securities).

For so long as the Capital Securities remain outstanding, the Company will
covenant (i) to maintain directly or indirectly 100% ownership of the Common
Securities, (ii) to cause the Trust to remain a statutory business trust and not
to voluntarily dissolve, wind-up, liquidate or be terminated, except as
permitted by the Declaration, (iii) to use its commercially reasonable efforts
to ensure that the Trust will not be an "investment company" for purposes of the
1940 Act (as defined herein) and (iv) to take no action that would be reasonably
likely to cause the Trust to be classified as an association or a publicly
traded partnership taxable as a corporation for United States federal income tax
purposes.

The rights of the holders of the Capital Securities, including economic
rights, rights to information and voting rights, are set forth in the
Declaration and the Trust Act. See "Description of Capital Securities." The
Declaration and the Guarantee also incorporate by reference the terms of the
Trust Indenture Act.

23
<PAGE>
The location of the principal executive office of the Trust is c/o Barnett
Banks, Inc., 50 North Laura Street, Jacksonville, Florida 32202, and its
telephone number is (904) 791-7720.

THE EXCHANGE OFFER

PURPOSE AND EFFECT OF THE EXCHANGE OFFER

In connection with the sale of the Old Capital Securities, the Company and
the Trust entered into the Registration Rights Agreement with the Initial
Purchasers, pursuant to which the Company and the Trust agreed, among other
things, to file and to use their reasonable efforts to cause to become effective
with the Commission a registration statement with respect to the exchange of the
Old Capital Securities for capital securities with terms identical in all
material respects to the terms of the Old Capital Securities.

The Exchange Offer is being made to satisfy the contractual obligations of
the Company and the Trust under the Registration Rights Agreement. The form and
terms of the New Capital Securities are the same as the form and terms of the
Old Capital Securities except that the New Capital Securities have been
registered under the Securities Act and therefore will not be subject to certain
restrictions on transfer applicable to the Old Capital Securities and will not
provide for any liquidated damages in connection therewith. In that regard, the
Registration Rights Agreement provides that, if the Exchange Offer is not
consummated by July 7, 1997, then, with respect to the first 90-day period
immediately thereafter, the Company will pay liquidated damages to each holder
of Old Capital Securities in an amount equal to $.25 per week per $1,000
liquidation amount of Old Capital Securities held by such holder. The amount of
such liquidated damages will increase by an additional $.05 per week per $1,000
liquidation amount of Old Capital Securities with respect to each subsequent
90-day period until the Exchange Offer is consummated, up to a maximum amount of
liquidated damages of $.50 per week per $1,000 liquidation amount of Old Capital
Securities. Upon consummation of the Exchange Offer, holders of Old Capital
Securities will not be entitled to any liquidated damages with respect thereto
or any further registration rights under the Registration Rights Agreement,
except under limited circumstances. See "Risk Factors--Consequences of a Failure
to Exchange Old Capital Securities" and "Description of the Old Securities."

The Exchange Offer is not being made to, nor will the Company or the Trust
accept tenders for exchange from, holders of Old Capital Securities in any
jurisdiction in which the Exchange Offer or the acceptance thereof would not be
in compliance with the securities or blue sky laws of such jurisdiction.

Unless the context requires otherwise, the term "holder" with respect to the
Exchange Offer means any person whose Old Capital Securities are held of record
by The Depository Trust Company who desires to deliver such Old Capital
Securities by book-entry transfer at The Depository Trust Company.

Pursuant to the Exchange Offer, the Company will exchange as soon as
practicable after the date hereof, the Old Guarantee for the New Guarantee and
all of the Old Junior Subordinated Debentures, of which $309,279,000 aggregate
principal amount is outstanding, for like aggregate principal amount of the New
Junior Subordinated Debentures. The New Guarantee and New Junior Subordinated
Debentures have been registered under the Securities Act.

TERMS OF THE EXCHANGE

The Company and the Trust hereby offer, upon the terms and subject to the
conditions set forth in this Prospectus and in the accompanying Letter of
Transmittal, to exchange up to $300,000,000 aggregate liquidation amount of New
Capital Securities for a like aggregate liquidation amount of Old Capital
Securities properly tendered on or prior to the Expiration Date (as defined
below) and not properly withdrawn in accordance with the procedures described
below. The Trust will issue, promptly after the Expiration Date, an aggregate
liquidation amount of up to $300,000,000 of New Capital Securities in exchange
for a like aggregate liquidation amount of outstanding Old Capital Securities
tendered and accepted in connection with the Exchange Offer.

24
<PAGE>
The Exchange Offer is not conditioned upon any minimum liquidation amount of
Old Capital Securities being tendered. As of the date of this Prospectus,
$300,000,000 aggregate liquidation amount of the Old Capital Securities is
outstanding.

Holders of Old Capital Securities do not have any appraisal or dissenters'
rights in connection with the Exchange Offer. Old Capital Securities which are
not tendered for or are tendered but not accepted in connection with the
Exchange Offer will remain outstanding and be entitled to the benefits of the
Declaration, but will not be entitled to any further registration rights under
the Registration Rights Agreement, except under limited circumstances. See "Risk
Factors--Consequences of a Failure to Exchange Old Capital Securities" and
"Description of the Old Securities."

If any tendered Old Capital Securities are not accepted for exchange because
of an invalid tender, the occurrence of certain other events set forth herein or
otherwise, such unaccepted Old Capital Securities will be returned, without
expense, to the tendering holder thereof promptly after the Expiration Date.

Holders who tender Old Capital Securities in connection with the Exchange
Offer will not be required to pay brokerage commissions or fees or, subject to
the instructions in the Letter of Transmittal, transfer taxes with respect to
the exchange of Old Capital Securities in connection with the Exchange Offer.
The Company and the Trust will pay all charges and expenses, other than certain
applicable taxes described below, in connection with the Exchange Offer. See
"--Fees and Expenses."

NEITHER THE BOARD OF DIRECTORS OF THE COMPANY NOR THE TRUSTEES OF THE TRUST
MAKES ANY RECOMMENDATION TO HOLDERS OF OLD CAPITAL SECURITIES AS TO WHETHER TO
TENDER OR REFRAIN FROM TENDERING ALL OR ANY PORTION OF THEIR OLD CAPITAL
SECURITIES PURSUANT TO THE EXCHANGE OFFER. IN ADDITION, NO ONE HAS BEEN
AUTHORIZED TO MAKE ANY SUCH RECOMMENDATION. HOLDERS OF OLD CAPITAL SECURITIES
MUST MAKE THEIR OWN DECISION WHETHER TO TENDER PURSUANT TO THE EXCHANGE OFFER
AND, IF SO, THE AGGREGATE AMOUNT OF OLD CAPITAL SECURITIES TO TENDER AFTER
READING THIS PROSPECTUS AND THE LETTER OF TRANSMITTAL AND CONSULTING WITH THEIR
ADVISERS, IF ANY BASED ON THEIR OWN FINANCIAL POSITION AND REQUIREMENTS.

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

The term "Expiration Date" means 5:00 p.m., New York City time, on ,
1997 unless the Exchange Offer is extended by the Company and the Trust (in
which case the term "Expiration Date" shall mean the latest date and time to
which the Exchange Offer is extended).

The Company and the Trust expressly reserve the right in their sole and
absolute discretion, subject to applicable law, at any time and from time to
time, (i) to delay the acceptance of the Old Capital Securities for exchange,
(ii) to terminate the Exchange Offer (whether or not any Old Capital Securities
have theretofore been accepted for change) if the Company and the Trust
determine, in their sole and absolute discretion, that any of the events or
conditions referred to under "--Conditions to the Exchange Offer" have occurred
or exist or have not been satisfied, (iii) to extend the Expiration Date of the
Exchange Offer and retain all Old Capital Securities tendered pursuant to the
Exchange Offer, subject, however, to the right of holders of Old Capital
Securities to withdraw their tendered Old Capital Securities as described under
"--Withdrawal Rights," and (iv) to waive any condition or otherwise amend the
terms of the Exchange Offer in any respect. If the Exchange Offer is amended in
a manner determined by the Company and the Trust to constitute a material
change, or if the Company and the Trust waive a material condition of the
Exchange Offer, the Company or the Trust will promptly disclose such amendment
by means of a prospectus supplement that will be distributed to the registered
holders of the Old Capital Securities, and the Company and the Trust will extend
the Exchange Offer to the extent required by Rule 14e-1 under the Exchange Act.

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Any such delay in acceptance, extension, termination or amendment will be
followed promptly by oral or written notice thereof to the Exchange Agent and by
making a public announcement thereof, and such announcement in the case of an
extension will be made no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date. Without limiting
the manner in which the Company or the Trust may choose to make any public
announcement and subject to applicable law, neither the Company nor the Trustee
shall have any obligation to publish, advertise or otherwise communicate any
such public announcement other than by issuing a release to an appropriate news
agency.

ACCEPTANCE FOR EXCHANGE AND ISSUANCE OF NEW CAPITAL SECURITIES

Upon the terms and subject to the conditions of the Exchange Offer, the
Company and the Trust will exchange, and will issue to the Exchange Agent, New
Capital Securities for Old Capital Securities validly tendered and not withdrawn
(pursuant to the withdrawal rights described under "--Withdrawal Rights")
promptly after the Expiration Date.

In all cases, delivery of New Capital Securities in exchange for Old Capital
Securities tendered and accepted for exchange pursuant to the Exchange Offer
will be made only after timely receipt by the Exchange Agent of (i) a book-entry
confirmation of a book-entry transfer of Old Capital Securities into the
Exchange Agent's account at The Depository Trust Company ("DTC"), including an
Agent's Message (as hereinafter defined) if the tendering holder has not
delivered a Letter of Transmittal, (ii) the Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees or (in the case of a book-entry transfer) an Agent's Message in lieu
of the Letter of Transmittal, and (iii) any other documents required by the
Letter of Transmittal.

The term "book-entry confirmation" means a timely confirmation of a
book-entry transfer of Old Capital Securities into the Exchange Agent's account
at DTC. The term "Agent's Message" means a message, transmitted by DTC to and
received by the Exchange Agent and forming a part of a book-entry confirmation,
which states that DTC has received an express acknowledgement from the tendering
participants, which acknowledgement states that such participant has received
and agrees to be bound by the Letter of Transmittal and that the Trust and the
Company may enforce such Letter of Transmittal against such participant.

Subject to the terms and conditions of the Exchange Offer, the Company and
the Trust will be deemed to have accepted for exchange, and thereby exchanged,
Old Capital Securities validly tendered and not withdrawn as, if and when the
Company or the Trust gives oral or written notice to the Exchange Agent of the
Company's and the Trust's acceptance of such Old Capital Securities for exchange
pursuant to the Exchange Offer. The Exchange Agent will act as agent for the
Company and the Trust for the purpose of receiving tendered of Old Capital
Securities, Letters of Transmittal and related documents and transmitting New
Capital Securities to validly tendering holders. Such exchange will be made
promptly after the Expiration Date. If for any reason whatsoever, acceptance for
exchange or the exchange of any Old Capital Securities tendered pursuant to the
Exchange Offer is delayed (whether before or after the Company's and the Trust's
acceptance for exchange of Old Capital Securities) or the Company or the Trust
extends the Exchange Offer or is unable to accept for exchange Old Capital
Securities tendered pursuant to the Exchange Offer, then, without prejudice to
the Company's or the Trust's rights set forth herein, the Exchange Agent may,
nevertheless, on behalf of the Company and the Trust and subject to Rule
14e-1(c) under the Exchange Act, retain tendered Old Capital Securities and such
Old Capital Securities may not be withdrawn except to the extent tendering
holders are entitled to withdrawal rights as described under "--Withdrawal
Rights."

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Pursuant to the Letter of Transmittal or Agent's Message in lieu thereof, a
holder of Old Capital Securities will warrant and agree in the Letter of
Transmittal that it has full power and authority to tender, exchange, sell,
assign and transfer Old Capital Securities, that the Trust will acquire good,
marketable and unencumbered title to the tendered Old Capital Securities, free
and clear of all liens, restrictions, charges and encumbrances, and the Old
Capital Securities tendered for exchange are not subject to any adverse claims
or proxies. The holder also will warrant and agree that it will, upon request,
execute and deliver any additional documents deemed by the Company, the Trust or
the Exchange Agent to be necessary or desirable to complete the exchange, sale,
assignment and transfer of the Old Capital Securities tendered pursuant to the
Exchange Offer.

PROCEDURES FOR TENDERING OLD CAPITAL SECURITIES

VALID TENDER. Except as set forth below, in order for Old Capital
Securities to be validly tendered pursuant to the Exchange Offer, a properly
completed and duly executed Letter of Transmittal (of facsimile thereof), with
any required signature guarantees, or (in the case of a book-entry transfer) an
Agent's Message in lieu of the Letter of Transmittal, and any other required
documents, must be received by the Exchange Agent at one of its addresses set
forth under "--Exchange Agent," and either (i) tendered Old Capital Securities
must be received by the Exchange Agent, (ii) such Old Capital Securities must be
tendered pursuant to the procedures for book-entry transfer set forth below and
a book-entry confirmation, including an Agent's Message if the tendering holder
has not delivered a Letter of Transmittal, must be received by the Exchange
Agent, on or prior to the Expiration Date, or (iii) the guaranteed delivery
procedures set forth below must be complied with.

If less than all of the Old Capital Securities are tendered, a tendering
holder should fill in the amount of Old Capital Securities being tendered in the
appropriate box on the Letter of Transmittal. The entire amount of Old Capital
Securities delivered to the Exchange Agent will be deemed to have been tendered
unless otherwise indicated.

THE METHOD OF DELIVERY OF CERTIFICATES, THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, IS AT THE OPTION AND SOLE RISK, OF THE TENDERING
HOLDER, AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL, RETURN RECEIPT
REQUESTED, PROPERLY INSURED, OR AN OVERNIGHT DELIVERY SERVICE IS RECOMMENDED. IN
ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.

BOOK ENTRY TRANSFER. The Exchange Agent will establish an account with
respect to the Old Capital Securities at DTC for purposes of the Exchange Offer
within two business days after the date of this Prospectus. Any financial
institution that is a participant in DTC's book-entry transfer facility system
may make a book-entry delivery of the Old Capital Securities by causing DTC to
transfer such Old Capital Securities into the Exchange Agent's account at DTC in
accordance with DTC's procedures for transfers. However, although delivery of
Old Capital Securities may be effected through book-entry transfer in to the
Exchange Agent's account at DTC, the Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or an Agent's Message in lieu of the Letter of Transmittal, and any
other required documents, must in any case be delivered to and received by the
Exchange Agent at its address set forth under "--Exchange Agent" on or prior to
the Expiration Date, or the guaranteed delivery procedure set forth below must
be complied with.

DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC'S PROCEDURES DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

SIGNATURE GUARANTEES. Signature guarantees on the Letter of Transmittal are
unnecessary unless (a) a certificate for the Old Capital Securities is
registered in a name other than that of the person surrendering the certificate
or (b) such registered holder completes the box entitled "Special Issuance
Instructions" or

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<PAGE>
"Special Delivery Instructions" in the Letter of Transmittal. In the case of (a)
or (b) above, the endorsement or signature on the Letter of Transmittal must be
guaranteed by a firm or other entity identified in Rule 17Ad-15 under the
Exchange Act as an "eligible guarantor institution," including (as such terms
are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities
broker or dealer or government securities broker or dealer; (iii) a credit
union; (iv) a national securities exchange, registered securities association or
clearing agency; or (v) a savings association that is a participant in a
Securities Transfer Association (each, an "Eligible Institution"), unless
surrendered on behalf of such Eligible Institution.

GUARANTEED DELIVERY. If a holder desires to tender Old Capital Securities
pursuant to the Exchange Offer and time will not permit all required documents
to reach the Exchange Agent on or before the Expiration Date, or the procedures
for book-entry transfer cannot be completed on a timely basis, such Old Capital
Securities may nevertheless be tendered, provided that all of the following
guaranteed delivery procedures are complied with:

(i) such tenders are made by or through an Eligible Institution;

(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form accompanying the Letter of Transmittal,
is received by the Exchange Agent, as provided below, on or prior to
Expiration Date; and

(iii) a book-entry confirmation of a book-entry transfer representing
all tendered Old Capital Securities, together with a properly completed and
duly executed Letter of Transmittal (or facsimile thereof), or Agent's
Message in lieu thereof, with any required signature guarantees and any
other documents required by the Letter of Transmittal, are received by the
Exchange Agent within five New York Stock Exchange trading days after the
date of execution of such Notice of Guaranteed Delivery.

The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Exchange Agent and must include a guarantee by an
Eligible Institution in the form set forth in such notice.

Notwithstanding any other provision hereof, the delivery of New Capital
Securities in exchange for Old Capital Securities tendered and accepted for
exchange pursuant to the Exchange Offer will in all cases be made only after
timely receipt by the Exchange Agent of a book-entry confirmation with respect
to such Old Capital Securities, and a properly completed and duly executed
Letter of Transmittal (or facsimile thereof), or Agent's Message in lieu
thereof, together with any required signature guarantees and any other documents
required by the Letter of Transmittal. Accordingly, the delivery of New Capital
Securities might not be made to all tendering holders at the same time, and will
depend upon when book-entry confirmations with respect to Old Capital Securities
and other required documents are received by the Exchange Agent.

The acceptance by the Company and the Trust for exchange of Old Capital
Securities tendered pursuant to any of the procedures described above will
constitute a binding agreement between the tendering holder, the Company and the
Trust upon the terms and subject to the conditions of the Exchange Offer.

DETERMINATION OF VALIDITY. All questions as to the form of documents,
validity, eligibility (including time of receipt) and acceptance for exchange of
any tendered Old Capital Securities will be determined by the Trust, in its sole
discretion, whose determination shall be final and binding on all parties. The
Company and the Trust reserve the absolute right, in their sole and absolute
discretion, to reject any and all tenders determined by them not to be in proper
form or the acceptance of which, or exchange for, may, in the view of counsel to
the Company and the Trust, be unlawful. The Company and the Trust also reserve
the absolute right, subject to applicable law, to waive any of the conditions of
the Exchange Offer as set forth under "--Conditions to the Exchange Offer") or
any condition or irregularity in any tender of Old Capital

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Securities of any particular holder whether or not similar conditions or
irregularities are waived in the case of other holders.

The Company's and the Trust's interpretation of the terms and conditions of
the Exchange Offer (including the Letter of Transmittal and the instructions
thereto) will be final and binding. No tender of Old Capital Securities will be
deemed to have been validly made until all irregularities with respect to such
tender have been cured or waived. Neither the Company, the Trust, their
affiliates or assigns, the Exchange Agent nor any other person shall be under
any duty to give any notification of any irregularities in tenders or incur any
liability for failure to give any such notification.

If any Letter of Transmittal, endorsement, bond power, powers of attorney,
or any other document required by the Letter of Transmittal is signed by a
trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and unless waived by the Company or
the Trust, proper evidence satisfactory to the Company or the Trust, in its sole
discretion, of such person's authority to act must be submitted.

A beneficial owner of Old Capital Securities that are held by or registered
in the name of a broker, dealer, commercial bank, trust company or other nominee
or custodian is urged to contact such entity promptly if such beneficial holder
wishes to participate in the Exchange Offer.

RESALE OF NEW CAPITAL SECURITIES

The Company and the Trust are making the Exchange Offer for the Capital
Securities in reliance on the position of the staff of the Division of Corporate
Finance of the Commission as set forth in certain interpretive letters addressed
to third parties in other transactions. However, neither the Company nor the
Trust sought its own interpretive letter and there can be no assurance that the
staff of the Division of Corporate Finance of the Commission would make a
similar determination with respect to the Exchange Offer as it has in such
interpretive letters to third parties. Based on these interpretations by the
staff of the Division of Corporation Finance, and subject to the two immediately
following sentences, the Company and the Trust believe that the New Capital
Securities issued pursuant to this Exchange Offer in exchange for Old Capital
Securities may be offered for resale, resold and otherwise transferred by a
holder thereof (other than a holder who is a broker-dealer) without further
compliance with the registration and prospectus delivery requirements of the
Securities Act, provided that such New Capital Securities are acquired in the
ordinary course of such holder's business and that such holder is not
participating, and has no arrangement or understanding with any person to
participate, in a distribution (within the meaning of the Securities Act) of
such New Capital Securities. However, any holder of Old Capital Securities who
is an "affiliate" of the Company or the Trust or who intends to participate in
the Exchange Offer for the purpose of distributing New Capital Securities, or
any broker-dealer who purchased Old Capital Securities from the Trust to resell
pursuant to Rule 144A or any other available exemption under the Securities Act,
(a) will not be able to rely on the interpretations of the staff of the Division
of Corporation Finance of the Commission set forth in the above-mentioned
interpretive letters, (b) will not be permitted or entitled to tender such Old
Capital Securities in the Exchange Offer and (c) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any sale or other transfer of such Old Capital Securities unless
such sale is made pursuant to an exemption from such requirements. In addition,
as described below, if any broker-dealer holds Old Capital Securities acquired
for its own account as a result of market making or other trading activities and
exchanges such Old Capital Securities for New Capital Securities, then such
broker-dealer must deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of such New Capital Securities.

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<PAGE>
ordinary course of its business, (iii) it has no arrangement or understanding
with any person to participate in a distribution (within the meaning of the
Securities Act) of such New Capital Securities, and (iv) if such holder is not a
broker-dealer, such holder is not engaged in, and does not intend to engage in,
a distribution (within the meaning of the Securities Act) of such New Capital
Securities. In addition, the Company and the Trust may require such holder, as a
condition to such holder's eligibility to participate in the Exchange Offer, to
furnish to the Company and the Trust (or an agent thereof) in writing
information as to the number of "beneficial owners" (within the meaning of Rule
13d-3 under the Exchange Act) on behalf of whom such holder holds the Capital
Securities to be exchanged in the Exchange Offer. Each broker-dealer that
receives New Capital Securities for its own account pursuant to the Exchange
Offer must acknowledge that it acquired the Old Capital Securities for its own
account as the result of market making activities or other trading activities
and must agree that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Capital Securities. The
Letter of Transmittal states that by so acknowledging and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act. Based on the position
taken by the staff of the Division of the Corporation Finance of the Commission
in the interpretive letters referred to above, the Company and the Trust believe
that broker-dealers who acquired Old Capital Securities for their own accounts
as a result of market making or other trading activities ("Participating
Broker-Dealers") may fulfill their prospectus delivery requirements with respect
to the New Capital Securities received upon exchange of such Old Capital
Securities (other than Old Capital Securities which represent an unsold
allotment from the original sale of the Old Capital Securities) with a
prospectus meeting the requirements of the Securities Act, which may be the
prospectus prepared for an exchange offer so long as it contains a description
of the plan of distribution with respect to the resale of such New Capital
Securities. Accordingly, this Prospectus, as it may be amended or supplemented
from time to time, may be used by a Participating Broker-Dealer during the
period referred to below in connection with resales of New Capital Securities
received in exchange for Old Capital Securities where such Old Capital
Securities were acquired by such Participating Broker-Dealer for its own account
as a result of market making or other trading activities. Subject to certain
provisions set forth in the Registration Rights Agreement, the Company and the
Trust have agreed that this Prospectus, as it may be amended or supplemented
from time to time, may be used by a Participating Broker-Dealer in connection
with resales of such New Capital Securities for a period ending 180 days after
the Registration Statement is declared effective by the Commission. See "Plan of
Distribution." Any Participating Broker-Dealer who is an "affiliate" of the
Company or the Trust may not rely on such interpretive letters and must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with any resale transaction.

In that regard, each Participating Broker-Dealer who surrenders Old Capital
Securities pursuant to the Exchange Offer will be deemed to have agreed, by
execution of the Letter of Transmittal or delivery of an Agent's Message in lieu
thereof, that, upon receipt of notice from the Company or the Trust of the
existence of any fact or the happening of any event that makes any statement of
a material fact or that requires the making of any additions to or changes in
this Prospectus in order to make the statements contained or incorporated by
reference in this Prospectus untrue, such Participating Broker-Dealer will
suspend the sale of New Capital Securities pursuant to this Prospectus until the
Company or the Trust has amended or supplemented this Prospectus to correct such
misstatement or omission and has furnished copies of the amended or supplemented
Prospectus to such Participating Broker-Dealer or the Company or the Trust has
given notice that the sale of the New Capital Securities may be resumed, as the
case may be.

WITHDRAWAL RIGHTS

Except as otherwise provided herein, tenders of Old Capital Securities may
be withdrawn at any time on or prior to the Expiration Date.

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In order for a withdrawal to be effective a written, telegraphic, telex or
facsimile transmission of such notice of withdrawal must be timely received by
the Exchange Agent at one of its addresses set forth under "--Exchange Agent" on
or prior to the Expiration Date. Any such notice of withdrawal must specify the
name of the person who tendered the Old Capital Securities to be withdrawn and
the aggregate principal amount of Old Capital Securities to be withdrawn. If Old
Capital Securities have been tendered pursuant to the procedures for book-entry
transfer set forth in "--Procedures for Tendering Old Capital Securities," the
notice of withdrawal must specify the name and number of the account at DTC to
be credited with the withdrawal of Old Capital Securities, in which case a
notice of withdrawal will be effective if delivered to the Exchange Agent by
written, telegraphic, telex or facsimile transmission. Withdrawals of tenders of
Old Capital Securities may not be rescinded. Old Capital Securities properly
withdrawn will not be deemed validly tendered for purposes of the Exchange
Offer, but may be retendered at any subsequent time on or prior to the
Expiration Date by following any of the procedures described above under
"--Procedures for Tendering Old Capital Securities."

All questions as to the validity, form and eligibility (including time of
receipt of such withdrawal notices will be determined by the Company and the
Trust in their sole discretion, whose determination shall be final and binding
on all parties. Neither the Company, the Trust, any affiliates or assigns of the
Company or the Trust, the Exchange Agent nor any other person shall be under any
duty to give any notification of any irregularities in any notice of withdrawal
or incur any liability for failure to give any such notification. Any Old
Capital Securities which have been tendered but which are withdrawn will be
returned to the holder thereof promptly after withdrawal.

DISTRIBUTIONS ON THE NEW CAPITAL SECURITIES

Holders of Old Capital Securities whose Old Capital Securities are accepted
for exchange will not receive any accumulated Distributions on such Old Capital
Securities, and will be deemed to have waived the right to receive any
Distributions on such Old Capital Securities accumulated from and after November
27, 1996. However, because Distributions on the New Capital Securities will
accumulate from November 27, 1996, the amount of Distributions received by
holders whose Old Capital Securities are accepted for exchange will not be
affected by the exchange.

CONDITIONS TO THE EXCHANGE OFFER

Notwithstanding any other provisions of the Exchange Offer, or any extension
of the Exchange Offer, the Trust will not be required to accept for exchange, or
to exchange, any Old Capital Securities for any New Capital Securities, and, as
described below, may terminate the Exchange Offer (whether or not any Old
Capital Securities have theretofore been accepted for exchange) or may waive any
conditions to or amend the Exchange Offer, if any of the following conditions
have occurred or exist:

(a) the Company and the Trust are not permitted to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable law
or Commission policy;

(b) the Company has received an opinion of counsel, rendered by a law
firm having a recognized national tax practice, to the effect that, as a
result of the consummation of the Exchange Offer, there is more than an
insubstantial risk that (x) the Trust could be subject to United States
federal income tax with respect to income received or accrued on the Old
Junior Subordinated Debenture or New Junior Subordinated Debentures, (y)
interest payable by the Company on such Old Junior Subordinated Debentures
or New Junior Subordinated Debentures would not be deductible by the
Company, in whole or in part, for United States federal income tax purposes,
or (z) the Trust could be subject to more than a DE MINIMIS amount of other
taxes, duties or other governmental charges;

(c) any action or proceeding shall have been instituted or threatened in
any court or by or before any governmental agency or body with respect to
the Exchange Offer which, in the Company's and the Trust's judgment, would
reasonably be expected to impair the ability of the Company or the Trust to
proceed with the Exchange Offer;

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<PAGE>
(d) any law, statute, rule or regulation shall have been adopted or
enacted which, in the Company's and the Trust's judgment, would reasonably
be expected to impair the ability of the Company or the Trust to proceed
with the Exchange Offer;

(e) a banking moratorium shall have been declared by United States or
Florida authorities which, in the Company's and the Trust's judgment, would
reasonably be expected to impair the ability of the Company or the Trust to
proceed with the Exchange Offer; or

(f) trading on the New York Stock Exchange or generally in the United
States over-the-counter market shall have been suspended by order of the
Commission or any other governmental authority which, in the Company's and
the Trust's judgment, would reasonably be expected to impair the ability of
the Company or the Trust to proceed with the Exchange Offer;

(g) a stop order shall have been issued by the Commission or any state
securities authority suspending the effectiveness of the Registration
Statement or proceedings shall have been initiated or, to the knowledge of
the Company or the Trust, threatened for that purpose; or

(h) any change, or any development involving a prospective change, in
the business or financial affairs of the Company or the Trust or any of
their subsidiaries has occurred which, in the sole judgment of the Company
and the Trust, might materially impair the ability of the Company or the
Trust to proceed with the Exchange Offer.

If the Company and the Trust determine in their sole and absolute discretion
that any of the foregoing events or conditions has occurred or exists, the
Company and the Trust may, subject to applicable law, terminate the Exchange
Offer (whether or not any Old Capital Securities have theretofore been accepted
for exchange) or may amend the terms of the Exchange Offer in any respect. If
such amendment constitutes a material change to the Exchange Offer, the Company
and the Trust will promptly disclose such waiver by means of a prospectus
supplement that will be distributed to the registered holders of the Old Capital
Securities, and the Company and the Trust will extend the Exchange Offer to the
extent required by Rule 14e-1 under the Exchange Act.

EXCHANGE AGENT

The First National Bank of Chicago has been appointed as Exchange Agent for
the Exchange Offer. Delivery of the Letters of Transmittal and any other
required documents, questions, requests for assistance, and requests for
additional copies of this Prospectus or of the Letter of Transmittal should be
directed to the Exchange Agent as follows:

The First National Bank of Chicago
c/o First Chicago Trust Company of New York
14 Wall Street
8th Floor, Window 2
New York, New York 10005
Attn: Corporate Trust Administration
Telephone: 212-240-8801
Facsimile: 212-240-8938

Delivery to other than the above addresses or facsimile number will not
constitute a valid delivery.

FEES AND EXPENSES

The Company and the Trust have agreed to pay the Exchange Agent reasonable
and customary fees for its services and will reimburse it for its reasonable
out-of-pocket expenses in connection therewith. The Company and the Trust will
also pay brokerage houses and other custodians, nominees and fiduciaries the
reasonable out-of-pocket expenses incurred by them in forwarding copies of this
Prospectus and related

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documents to the beneficial owners of Old Capital Securities and in tendering
Old Capital Securities for their customers.

Holders who tender their Old Capital Securities for exchange will not be
obligated to pay any transfer taxes in connection therewith. If, however, New
Capital Securities are to be delivered to, or are to be issued in the name of,
any person other than the registered holder of the Old Capital Securities
tendered, or if a transfer tax is imposed for any reason other than the exchange
of Old Capital Securities in connection with the Exchange Offer, then the amount
of any such transfer taxes (whether imposed on the registered holder or any
other person) will be payable by the tendering holder. If satisfactory evidence
of payment of such taxes or exemption therefrom is not submitted with the Letter
of Transmittal, the amount of such transfer taxes will be billed directly to
such tendering holder.

Neither the Company nor the Trust will make any payment to brokers, dealers
or others soliciting acceptances of the Exchange Offer.

DESCRIPTION OF CAPITAL SECURITIES

Pursuant to the terms of the Declaration, the Regular Trustees on behalf of
the Trust have issued the Old Capital Securities and will issue the New Capital
Securities. The New Capital Securities will represent undivided beneficial
ownership interests in the assets of the Trust and the holders thereof will be
entitled to a preference in certain circumstances with respect to Distributions
and amounts payable on redemption or liquidation over the Common Securities, as
well as other benefits as described in the Declaration. This summary of certain
provisions of the Capital Securities and the Declaration does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all the provisions of the Declaration, including the definitions therein of
certain terms, and the Trust Indenture Act. Wherever particular defined terms of
the Declaration (as supplemented or amended from time to time) are referred to
herein, the definitions of such defined terms are incorporated herein by
reference.

GENERAL

The Capital Securities (including the Old Capital Securities and the New
Capital Securities) will rank PARI PASSU, and payments will be made thereon pro
rata, with the Common Securities except as described under "--Subordination of
Common Securities." Legal title to the Junior Subordinated Debentures will be
held by the Property Trustee in trust for the benefit of the holders of the
Capital Securities and the Common Securities. The Guarantee executed by the
Company for the benefit of the holders of the Capital Securities will be a
guarantee on a subordinated basis with respect to the Capital Securities but
will not guarantee payment of Distributions or amounts payable on redemption or
liquidation of the Capital Securities when the Trust does not have sufficient
funds available to make such payments. See "Description of Guarantee." In such
event, the remedy of a holder of Capital Securities is to vote to direct the
Property Trustee to enforce the Property Trustee's rights under the Junior
Subordinated Debentures. See "--Voting Rights; Amendment of the Declaration"
below. The Company's obligations under the Guarantee, taken together with its
obligations under the Junior Subordinated Debentures and the Indenture,
including its obligation to pay all costs, expenses and liabilities of the Trust
(other than with respect to the Capital Securities), constitute a full and
unconditional guarantee of all of the Trust's obligations under the Capital
Securities.

Holders of the Capital Securities have no preemptive or similar rights.

DISTRIBUTIONS

Distributions on each Capital Security will be payable at the annual rate of
8.06% of the liquidation preference of $1000, payable semi-annually in arrears
on June 1 and December 1 of each year. Distributions will accumulate from
November 27, 1996, the date of original issuance, and commence on June 1,

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1997. The amount of Distributions payable for any period will be computed on the
basis of a 360-day year of twelve 30-day months.

Distributions on the Capital Securities must be paid on the dates payable to
the extent that the Trust has funds available for the payment of such
distributions. The revenue of the Trust available for distribution to holders of
its Capital Securities will be limited to payments under the Junior Subordinated
Debentures in which the Trust will invest the proceeds from the issuance and
sale of the Capital Securities and the Common Securities. See "Description of
Junior Subordinated Debentures." If the Company does not make interest payments
on the Junior Subordinated Debentures, the Property Trustee will not have funds
available to pay Distributions on the Capital Securities.

The Company will have the right under the Indenture to defer the payment of
interest on the Junior Subordinated Debentures at any time or from time to time
for a period not exceeding 10 consecutive semi-annual periods (each, an
"Extension Period"), provided that no Extension Period may extend beyond the
Stated Maturity (as defined below) of the Junior Subordinated Debentures. As a
consequence of any such extension, semi-annual Distributions on the Capital
Securities will be deferred by the Trust during any such Extension Period.
Distributions to which holders of the Capital Securities are entitled will
accumulate and compound semi-annually at the rate per annum of 8.06% thereof
from the relevant payment date for such Distributions. The term "Distributions"
as used herein shall include any such compounded amounts unless the context
otherwise requires. During any such Extension Period, the Company may not, and
may not permit any subsidiary of the Company to, (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock or (ii)
make any payment of principal, interest or premium, if any, on or repay,
repurchase or redeem any debt securities of the Company that rank PARI PASSU
with or junior to the Junior Subordinated Debentures or make any guarantee
payments with respect to any guarantee by the Company of the debt securities of
any subsidiary of the Company if such guarantee ranks PARI PASSU with or junior
in interest to the Junior Subordinated Debentures (other than (a) dividends or
distributions in common stock of the Company, (b) payments under the Guarantee,
(c) any declaration of a dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, and
(d) purchases of common stock related to the issuance of common stock or rights
under any of the Company's benefit plans). Prior to the termination of any such
Extension Period, the Company may further extend the Extension Period, provided
that no Extension Period may exceed 10 consecutive semi-annual periods or extend
beyond the Stated Maturity (as defined below) of the Junior Subordinated
Debentures. Upon the termination of any such Extension Period and the payment of
all amounts then due on any Interest Payment Date, the Company may elect to
begin a new Extension Period. See "Description of the Junior Subordinated
Debentures--Option to Extend Interest Payment Period" and "Certain United States
Federal Income Tax Consequences--Interest Income and Original Issue Discount."
The Company has no current intention of exercising its right to defer payments
of interest by extending the interest payment period of the Junior Subordinated
Debentures.

In the event that any date on which Distributions are payable on the Capital
Securities is not a Business Day, then payment of the Distributions payable on
such date will be made on the next succeeding day that is a Business Day (and
without any additional Distributions or other payment in respect of any such
delay), except that, if such Business Day is in the next succeeding calendar
year, such payment shall be made on the immediately preceding Business Day, in
each case with the same force and effect as if made on the date such payment was
originally payable (each date on which Distributions are payable in accordance
with the foregoing, a "Distribution Date"). A "Business Day" shall mean any day
other than a Saturday or a Sunday, or a day on which banking institutions in The
City of New York are authorized or required by law or executive order to remain
closed or a day on which the corporate trust office of the Property Trustee or
the Indenture Trustee (as defined herein) is closed for business.

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Distributions on the Capital Securities (other than distributions on a
Redemption Date) will be payable to the holders thereof as they appear on the
register of the Trust on the relevant record dates, which shall be the 15th day
of the month prior to the relevant Distribution Date. Distributions payable on
any Capital Securities that are not punctually paid on any Distribution Date
will cease to be payable to the person in whose name such Capital Securities are
registered on the relevant record date, and such defaulted distribution will
instead be payable to the person in whose name such Capital Securities are
registered on the special record date or other specified date determined in
accordance with the Declaration.

REDEMPTION

Unless a Special Event has occurred, the Capital Securities will not be
redeemable prior to December 1, 2006. Upon the repayment or redemption of the
Junior Subordinated Debentures, whether at Stated Maturity (as defined herein)
or upon earlier redemption as provided in the Indenture, the proceeds from such
repayment or redemption shall be applied by the Property Trustee to redeem the
Capital Securities and Common Securities, upon not less than 30 nor more than 60
days notice prior to the date fixed for repayment or redemption. If less than
all of the Junior Subordinated Debentures are to be repaid or redeemed on a
Redemption Date, then the proceeds from such repayment or redemption shall be
allocated to the redemption pro rata of the Capital Securities and Common
Securities.

SPECIAL EVENT REDEMPTION OR DISTRIBUTION OF JUNIOR SUBORDINATED
DEBENTURES. If a Special Event shall occur and be continuing, the Company will
have the right, subject to the receipt of any necessary prior approval of the
Federal Reserve, to either (i) redeem within 90 days following the occurrence of
such Special Event the Junior Subordinated Debentures on the date of redemption
(the "Redemption Date") in whole (but not in part) and thereby cause a mandatory
redemption of the Capital Securities in whole (but not in part) at a redemption
price with respect to the Capital Securities equal to the Special Event
Redemption Price (equal to the Special Event Prepayment Price in respect of the
Junior Subordinated Debentures) or (ii) terminate the Trust and, after
satisfaction of the claims of creditors of the Trust as provided by applicable
law, cause the Junior Subordinated Debentures to be distributed to the holders
of the Capital Securities in liquidation of the Trust. Under current United
States federal income tax law and interpretations thereof and assuming, as
expected, the Trust is treated as a grantor trust, a distribution of the Junior
Subordinated Debentures should not be a taxable event to holders of the Capital
Securities. Should there be a change in law, a change in legal interpretation,
certain Tax Events or other circumstances, however, the distribution could be a
taxable event to holders of the Capital Securities. See "Certain United States
Federal Income Tax Consequences--Distribution of Junior Subordinated Debentures
to Holders of Capital Securities."

If the Company does not elect either option described above, the Capital
Securities will remain outstanding until the repayment of the Junior
Subordinated Debentures, whether at maturity or redemption, and in the event a
Tax Event has occurred and is continuing, the Company will be obligated to pay
any additional taxes, duties, assessments and other governmental charges (other
than withholding taxes) to which the Trust has become subject as a result of a
Tax Event. See "Description of Junior Subordinated Debentures".

A "Special Event" means a Tax Event, Regulatory Capital Event or an
Investment Company Event. A "Tax Event" means the receipt by the Company of an
opinion of counsel, rendered by a law firm having a recognized national tax
practice, to the effect that, as a result of any amendment to, change in or
announced prospective change in the laws (or any regulations thereunder) of the
United States or any political subdivision or taxing authority thereof or
therein, or as a result of any official administrative pronouncement or judicial
decision interpreting or applying such laws or regulations, which amendment or
change is adopted or which proposed change, pronouncement or decision is
announced on or after the date of original issuance of the Capital Securities,
there is more than an insubstantial risk that (i) the Trust is, or will be
within 90 days of the date of such opinion, subject to United States federal
income tax with

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respect to income received or accrued on the Junior Subordinated Debentures,
(ii) interest payable by the Company on such Junior Subordinated Debentures is
not, or within 90 days of the date of such opinion, will not be, deductible by
the Company, in whole or in part, for United States federal income tax purposes,
or (iii) the Trust is, or will be within 90 days of the date of such opinion,
subject to more than a de minimis amount of other taxes, duties or other
governmental charges. A "Regulatory Capital Event" means that the Company shall
have received an opinion of independent bank regulatory counsel experienced in
such matters to the effect that, as a result of (a) any amendment to or change
(including any announced prospective change) in the laws (or any regulations
thereunder) of the United States or any rules, guidelines or policies of the
Federal Reserve or (b) any official administrative pronouncement or judicial
decision for interpreting or applying such laws or regulations which amendment
or change is effective or such pronouncement or decision is announced on or
after the date of original issuance of the Capital Securities, the Capital
Securities do not constitute, or within 90 days of the date thereof, will not
constitute Tier I capital (or its then equivalent); provided, however, that the
distribution of the Junior Subordinated Debentures in connection with the
liquidation of the Trust by the Company shall not in and of itself constitute a
Regulatory Capital Event unless such liquidation shall have occurred in
connection with a Tax Event or an Investment Company Event. "Investment Company
Event" means the receipt by the Trust of an opinion of counsel, rendered by a
law firm having a recognized national securities practice, to the effect that,
as a result of the occurrence of a change in law or regulation or a change in
interpretation or application of law or regulation by any legislative body,
court, governmental agency or regulatory authority (a "Change in 1940 Act Law"),
the Trust is or will be considered an "investment company" that is required to
be registered under the Investment Company Act of 1940, as amended (the "1940
Act"), which Change in 1940 Act Law becomes effective on or after the date of
original issuance of the Capital Securities.

REDEMPTION PROCEDURES

Capital Securities redeemed on each Redemption Date shall be redeemed at the
Redemption Price with the applicable proceeds from the contemporaneous
redemption or payment at Stated Maturity (as defined below) of the Junior
Subordinated Debentures. Redemptions of the Capital Securities shall be made and
the Redemption Price shall be payable on each Redemption Date only to the extent
that the Trust has sufficient funds available for the payment of such Redemption
Price. See also "--Subordination of Common Securities."

Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each Holder of Capital Securities to be
redeemed at its registered address. If the Trust gives a notice of redemption in
respect of the Capital Securities, then, by 12:00 noon, New York City time, on
the Redemption Date, to the extent funds are available, the Property Trustee
will deposit irrevocably with DTC funds sufficient to pay the applicable
Redemption Price for all securities held in DTC and will give DTC irrevocable
instructions and authority to pay the Redemption Price to the holders of the
Capital Securities. See "--Book-Entry Issuance." If any Capital Securities are
held in definitive form, the Trust, to the extent funds are available, will
irrevocably deposit with the paying agent for the Capital Securities held in
definitive form funds sufficient to pay the applicable Redemption Price and will
give the paying agent irrevocable instructions and authority to pay the
Redemption Price to the holders thereof upon surrender of their certificates
evidencing the Capital Securities. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Capital Security called for
redemption shall be payable to the holders of such Capital Security on the
relevant record dates for the related Distribution Dates. If notice of
redemption shall have been given and funds deposited as required, then upon the
date of such deposit, all rights of the holders of such Capital Securities so
called for redemption will cease, except the right of the holders of such
Capital Securities to receive the Redemption Price, but without interest on such
Redemption Price, and such Capital Securities will cease to be outstanding. In
the event that any date fixed for redemption of Capital Securities is not a
Business Day, then payment of the Redemption Price payable on such date will be
made on the next succeeding day which is a Business Day (and without any
interest or other payment in respect of any such delay), except

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that, if such Business Day falls in the next calendar year, such payment will be
made on the immediately preceding Business Day, in each case with the same force
and effect as if made on the date such payment was originally payable. In the
event that payment of the Redemption Price in respect of Capital Securities
called for redemption is improperly withheld or refused and not paid either by
the Trust or by the Company pursuant to the Guarantee as described under
"Description of Guarantee," Distributions on such Capital Securities will
continue to accrue at the then applicable rate, from the Redemption Date
originally established by the Trust for the Capital Securities to the date such
Redemption Price is actually paid, in which case the actual payment date will be
the date fixed for redemption for purposes of calculating the Redemption Price.

Subject to applicable law (including, without limitation, United States
federal securities law), the Company or its subsidiaries may at any time and
from time to time purchase outstanding Capital Securities by tender, in the open
market or by private agreement.

The Trust may not redeem fewer than all of the outstanding Capital
Securities unless all accrued and unpaid distributions have been paid on all
Capital Securities for all semi-annual distribution periods terminating on or
prior to the date of redemption. If less than all of the Capital Securities and
Common Securities issued by the Trust are to be redeemed on a Redemption Date,
then the aggregate amount of such Capital Securities and Common Securities to be
redeemed shall be allocated pro rata among the Capital Securities and the Common
Securities. The particular Capital Securities to be redeemed shall be selected
on a pro rata basis not more than 60 days prior to the Redemption Date by the
Property Trustee from the outstanding Capital Securities not previously called
for redemption, by such method as the Property Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $1000 or integral multiples of $1000 in excess thereof) of the
liquidation preference of Capital Securities of denominations larger than $1000.
The Property Trustee shall promptly notify the trust registrar in writing of the
Capital Securities selected for redemption and, in the case of any Capital
Security selected for partial redemption, the liquidation preference thereof to
be redeemed. For all purposes of the Declaration, unless the context otherwise
requires, all provisions relating to the redemption of Capital Securities shall
relate, in the case of any Capital Security redeemed or to be redeemed only in
part, to the portion of the aggregate liquidation preference of Capital
Securities which has been or is to be redeemed.

SUBORDINATION OF COMMON SECURITIES

Payment of Distributions on, and the Redemption Price of, the Capital
Securities and the Common Securities, as applicable, shall be made pro rata
based on the liquidation preference of such Capital Securities and Common
Securities; provided, however, that if on any Distribution Date or Redemption
Date an Indenture Event of Default shall have occurred and be continuing, no
payment of any Distribution on, or Redemption Price of, any of the Common
Securities, and no other payment on account of the redemption, liquidation or
other acquisition of such Common Securities, shall be made unless payment in
full in cash of all accumulated and unpaid Distributions on all of the
outstanding Capital Securities for all Distribution periods terminating on or
prior thereto, or in the case of payment of the Redemption Price the full amount
of such Redemption Price on all of the outstanding Capital Securities then
called for redemption, shall have been made or provided for, and all funds
available to the Property Trustee shall first be applied to the payment in full
in cash of all Distributions on, or Redemption Price of, the Capital Securities
then due and payable.

LIQUIDATION DISTRIBUTION UPON DISSOLUTION

Pursuant to the Declaration, the Trust shall automatically dissolve on the
first to occur of: (i) certain events of bankruptcy, dissolution or liquidation
of the Company; (ii) the distribution of the Junior Subordinated Debentures to
the holders of the Capital Securities and Common Securities; (iii) the
redemption of all of the Capital Securities in connection with the maturity or
redemption of all of the

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Junior Subordinated Debentures and (iv) the entry by a court of competent
jurisdiction of an order for the dissolution of the Trust.

If an early dissolution occurs as described in clause (i), (ii) or (iv)
above, the Trust shall be liquidated by the Trustees as expeditiously as the
Trustees determine to be possible by distributing, after satisfaction of
liabilities to creditors of the Trust as provided by applicable law, to the
holders of the Capital Securities and Common Securities their pro rata interest
in the Junior Subordinated Debentures, unless such distribution is determined by
the Property Trustee not to be practical, in which event such holders will be
entitled to receive out of the assets of the Trust available for distribution to
holders, after satisfaction of liabilities to creditors of the Trust as provided
by applicable law, an amount equal to, in the case of holders of Capital
Securities, the aggregate of the liquidation amount plus accrued and unpaid
Distributions thereon to the date of payment (such amount being the "Liquidation
Distribution"). If such Liquidation Distribution can be paid only in part
because the Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by the Trust on the
Capital Securities shall be paid on a pro rata basis. The holder(s) of the
Common Securities will be entitled to receive distributions upon any such
liquidation pro rata with the holders of the Capital Securities, except that if
an Indenture Event of Default has occurred and is continuing, the Capital
Securities shall have a priority over the Common Securities.

After the liquidation date is fixed for any distribution of Junior
Subordinated Debentures to holders of the Capital Securities (i) the Capital
Securities will no longer be deemed to be outstanding, (ii) DTC or its nominee,
as a record holder of Capital Securities, will receive a registered global
certificate or certificates representing the Junior Subordinated Debentures to
be delivered upon such distribution and (iii) any certificates representing
Capital Securities not held by DTC or its nominee will be deemed to represent
Junior Subordinated Debentures having a principal amount equal to the
liquidation amount of such Capital Securities, and bearing accrued and unpaid
interest in an amount equal to the accrued and unpaid Distributions on such
Capital Securities until such certificates are presented for cancellation
whereupon the Company will issue to such holder, and the Indenture Trustee will
authenticate, a certificate representing such Junior Subordinated Debentures.

TRUST ENFORCEMENT EVENTS

An Indenture Event of Default constitutes a Trust Enforcement Event under
the Declaration with respect to the Trust Securities, provided that pursuant to
the Declaration, the holder of the Common Securities will be deemed to have
waived any Trust Enforcement Event with respect to the Common Securities until
all Trust Enforcement Events with respect to the Capital Securities have been
cured, waived or otherwise eliminated. Until such Trust Enforcement Event with
respect to the Capital Securities has been so cured, waived or otherwise
eliminated, the Property Trustee will be deemed to be acting solely on behalf of
the holders of the Capital Securities and only the holders of the Capital
Securities will have the right to direct the Property Trustee with respect to
certain matters under the Declaration, and therefore the Indenture.

Upon the occurrence of a Trust Enforcement Event, the Indenture Trustee (as
defined herein) or the Property Trustee as the holder of the Junior Subordinated
Debentures will have the right under the Indenture to declare the principal of
and interest on the Junior Subordinated Debentures to be immediately due and
payable. Each of the Company and the Trust is required to file annually with the
Property Trustee an officer's certificate as to its compliance with all
conditions and covenants under the Declaration.

If the Property Trustee fails to enforce its rights with respect to the
Junior Subordinated Debentures held by the Trust to the fullest extent permitted
by law, any record holder of Capital Securities may institute legal proceedings
directly against the Company to enforce the Property Trustee's rights under such
Junior Subordinated Debentures without first instituting any legal proceedings
against such Property Trustee or any other person or entity. In addition, if a
Trust Enforcement Event has occurred and is continuing and such event is
attributable to the failure of the Company to pay interest, principal or other
required payments on the Junior Subordinated Debentures issued to the Trust on
the date such interest,

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principal or other payment is otherwise payable, then a record holder of Capital
Securities may, on or after the respective due dates specified in the Junior
Subordinated Debentures, institute a proceeding directly against the Company for
enforcement of payment on Junior Subordinated Debentures having a principal
amount equal to the aggregate liquidation preference of the Capital Securities
held by such holder. In connection with such Direct Action, the Company will be
subrogated to the rights of such record holder of Capital Securities to the
extent of any payment made by the Company to such record holder of Capital
Securities.

VOTING RIGHTS; AMENDMENT OF THE DECLARATION

Except as provided below and under "Description of Guarantee--Amendments and
Assignment" and as otherwise required by law and the Declaration, the holders of
the Capital Securities will have no voting rights.

So long as any Junior Subordinated Debentures are held by the Property
Trustee, the Trustees shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee or
executing any trust or power conferred on the Property Trustee with respect to
such Junior Subordinated Debentures, (ii) waive any past default that is
waivable under the Indenture, (iii) exercise any right to rescind or annul a
declaration that the principal of all the Junior Subordinated Debentures shall
be due and payable or (iv) consent to any amendment, modification or termination
of the Indenture or such Junior Subordinated Debentures, where such consent
shall be required, without, in each case, obtaining the prior approval of the
holders of a majority in aggregate liquidation preference of all outstanding
Capital Securities; provided, however, that where a consent under the Indenture
would require the consent of each holder of Junior Subordinated Debentures
affected thereby, no such consent shall be given by the Property Trustee without
the prior consent of each holder of Capital Securities. The Trustees shall not
revoke any action previously authorized or approved by a vote of the holders of
the Capital Securities except pursuant to a subsequent vote of the holders of
the Capital Securities. The Property Trustee shall notify each holder of record
of the Capital Securities of any notice of default which it receives with
respect to the Junior Subordinated Debentures. In addition to obtaining the
foregoing approvals of the holders of the Capital Securities, prior to taking
any of the foregoing actions, the Trustees shall receive an opinion of counsel
experienced in such matters to the effect that the Trust will not be classified
as other than a grantor trust for United States federal income tax purposes on
account of such action.

The Declaration may be amended from time to time by the Company and a
majority of the Regular Trustees (and in certain circumstances the Property
Trustee and the Delaware Trustee), without the consent of the holders of the
Capital Securities, (i) to cure any ambiguity, correct or supplement any
provisions in the Declaration that may be inconsistent with any other provision,
or to make any other provisions with respect to matters or questions arising
under the Declaration that shall not be inconsistent with the other provisions
of the Declaration, or (ii) to modify, eliminate or add to any provisions of the
Declaration to such extent as shall be necessary to ensure that the Trust will
be classified for United States federal income tax purposes as a grantor trust
at all times that any Capital Securities and Common Securities are outstanding
or to ensure that the Trust will not be required to register as an "investment
company" under the Investment Company Act, provided, however, that such action
shall not adversely affect in any material respect the interests of any holder
of Capital Securities or Common Securities, and any amendments of the
Declaration shall become effective when notice thereof is given to the holders
of Capital Securities and Common Securities. The Declaration may be amended by
the Company and a majority of the Regular Trustees with (i) the consent of
holders representing not less than a majority (based upon liquidation
preferences) of the outstanding Capital Securities and Common Securities and
(ii) receipt by the Regular Trustees of an opinion of counsel to the effect that
such amendment or the exercise of any power granted to the Regular Trustees in
accordance with such amendment will not affect

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the Trust's status as a grantor trust for United States federal income tax
purposes or the Trust's exemption from status of an "investment company" under
the Investment Company Act, provided, further that without the consent of each
holder of Capital Securities and Common Securities affected thereby, the
Declaration may not be amended to (i) change the amount or timing of any
Distribution on the Capital Securities and Common Securities or otherwise
adversely affect the amount of any Distribution required to be made in respect
of the Capital Securities and Common Securities as of a specified date or (ii)
restrict the right of a holder of Capital Securities or Common Securities to
institute suit for the enforcement of any such payment on or after such date.

Any required approval of holders of Capital Securities may be given at a
meeting of holders of Capital Securities convened for such purpose or pursuant
to written consent. The Regular Trustees will cause a notice of any meeting at
which holders of Capital Securities are entitled to vote, or of any matter upon
which action by written consent of such holders is to be taken, to be given to
each holder of record of Capital Securities in the manner set forth in the
Declaration.

No vote or consent of the holders of Capital Securities will be required for
the Trust to redeem and cancel its Capital Securities in accordance with the
Declaration.

Notwithstanding that holders of Capital Securities are entitled to vote or
consent under any of the circumstances described above, any of the Capital
Securities that are owned by the Company, the Trustees or any affiliate of the
Company or any Trustees, shall, for purposes of such vote or consent, be treated
as if they were not outstanding.

EXPENSES AND TAXES

In the Indenture, the Company, as borrower, has agreed to pay all debts and
other obligations (other than with respect to the Capital Securities) and all
costs and expenses of the Trust (including costs and expenses relating to the
organization of the Trust, the fees and expenses of the Trustees and the costs
and expenses relating to the operation of the Trust) and to pay any and all
taxes and all costs and expenses with respect thereto (other than United States
withholding taxes) to which the Trust might become subject. The foregoing
obligations of the Company under the Indenture are for the benefit of, and shall
be enforceable by, any person to whom any such debts, obligations, costs,
expenses and taxes are owed (a "Creditor") whether or not such Creditor has
received notice thereof. Any such Creditor may enforce such obligations of the
Company directly against the Company, and the Company has irrevocably waived any
right or remedy to require that any such Creditor take any action against the
Trust or any other person before proceeding against the Company. The Company has
also agreed in the Indenture to execute such additional agreements as may be
necessary or desirable to give full effect to the foregoing.

REGISTRAR AND TRANSFER AGENT

The Property Trustee will act as registrar and transfer agent for the
Capital Securities.

Registration of transfers of Capital Securities will be effected without
charge by or on behalf of the Trust, but upon payment of any tax or other
governmental charges that may be imposed in connection with any transfer or
exchange. The Trust will not be required (i) to register or cause to be
registered the transfer or exchange of the Capital Securities during a period
beginning at the opening of business 15 days before the day of the mailing of
the relevant notice of redemption and ending at the close of business on the day
of mailing of such notice of redemption or (ii) to register or cause to be
registered the transfer or exchange of any Capital Securities so selected for
redemption, except in the case of any Capital Securities being redeemed in part,
any portion thereof not to be redeemed.

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INFORMATION CONCERNING THE PROPERTY TRUSTEE

The Property Trustee, other than during the occurrence and continuance of a
Trust Enforcement Event, undertakes to perform only such duties as are
specifically set forth in the Declaration and, after such Trust Enforcement
Event, must exercise the same degree of care and skill as a prudent person would
exercise or use in the conduct of his or her own affairs. Subject to this
provision, the Property Trustee is under no obligation to exercise any of the
powers vested in it by the Declaration at the request of any holder of Capital
Securities unless it is offered reasonable indemnity against the costs, expenses
and liabilities that might be incurred thereby. If no Trust Enforcement Event
has occurred and is continuing and the Property Trustee is required to decide
between alternative causes of action, construe ambiguous provisions in the
Declaration or is unsure of the application of any provision of the Declaration,
and the matter is not one on which holders of Capital Securities are entitled
under the Declaration to vote, then the Property Trustee may, but shall be under
no duty to, take such action as is directed by the Company and, if not so
directed, shall take such action as it deems advisable and in the best interests
of the holders of the Capital Securities and the Common Securities and will have
no liability except for its own bad faith, negligence or willful misconduct.

PAYMENT AND PAYING AGENCY

Payments in respect of the Global Certificates shall be made to DTC, which
shall credit the relevant accounts at DTC on the applicable Distribution Dates
or, if the Capital Securities are held in definitive form, such payments shall
be made by check mailed to the address of the holder entitled thereto as such
address shall appear on the Register. The paying agent (the "Paying Agent")
shall initially be the Property Trustee and any co-paying agent chosen by the
Property Trustee and acceptable to the Regular Trustees and the Company. The
Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written
notice to the Property Trustee and the Company. In the event that the Property
Trustee shall no longer be the Paying Agent, the Regular Trustees shall appoint
a successor (which shall be a bank or trust company acceptable to the Regular
Trustees and the Company) to act as Paying Agent.

MERGERS, CONSOLIDATIONS, AMALGAMATIONS OR REPLACEMENTS OF THE TRUST

The Trust may not merge with or into, consolidate, amalgamate, or be
replaced by, or convey, transfer or lease its properties and assets
substantially as an entirety to any corporation or other Person, except as
described below or as otherwise described in the Declaration. The Trust may, at
the request of the Company, with the consent of the Regular Trustees and without
the consent of the holders of the Capital Securities, merge with or into,
consolidate, amalgamate, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any State; provided that (i) such successor entity either (a)
expressly assumes all of the obligations of the Trust with respect to the
Capital Securities or (b) substitutes for the Capital Securities other
securities having substantially the same terms as the Capital Securities (the
"Successor Securities") so long as the Successor Securities rank the same as the
Capital Securities rank in priority with respect to distributions and payments
upon liquidation, redemption and otherwise, (ii) the Company expressly appoints
a trustee of such successor entity possessing the same powers and duties as the
Property Trustee as the holder of the Junior Subordinated Debentures, (iii) such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not cause the Capital Securities (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization, (iv)
such merger, consolidation, amalgamation, replacement, conveyance, transfer or
lease does not adversely affect the rights, preferences and privileges of the
holders of the Capital Securities (including any Successor Securities) in any
material respect, (v) such successor entity has a purpose substantially
identical to that of the Trust, (vi) prior to such merger, consolidation,
amalgamation, replacement, conveyance, transfer, or lease, the Company has
received an opinion from independent counsel to the Trust experienced in such
matters to the effect that (a) such merger, consolidation, amalgamation,
replacement, conveyance, transfer or lease does not

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adversely affect the rights, preferences and privileges of the holders of the
Capital Securities (including any Successor Securities) in any material respect
and (b) following such merger, consolidation, amalgamation, replacement,
conveyance, transfer or lease, (1) neither the Trust nor such successor entity
will be required to register as an investment company under the Investment
Company Act and (2) the Trust or the successor entity will continue to be
classified as a grantor trust for United States federal income tax purposes,
(vii) the Company or any permitted successor or assignee owns all of the common
securities of such successor entity and guarantees the obligations of such
successor entity under the Successor Securities at least to the extent provided
by the Guarantee, (viii) such successor entity expressly assumes all of the
obligations of the Trust with respect to the Trustees and (ix) the Successor
Securities are listed, or any Successor Securities will be listed upon
notification of issuance on any national securities exchange or other
organization on which the Capital Securities are then listed. Notwithstanding
the foregoing, the Trust shall not, except with the consent of holders of 100%
in aggregate liquidation preference of the Capital Securities, consolidate,
amalgamate, merge with or into, be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to any other entity or permit
any other entity to consolidate, amalgamate, merge with or into, or replace it
if such consolidation, amalgamation, merger, replacement, conveyance, transfer
or lease would cause the Trust or the successor entity to be classified as other
than a grantor trust for United States federal income tax purposes.

MERGER OR CONSOLIDATION OF TRUSTEES

Any corporation into which the Property Trustee, the Delaware Trustee or any
Regular Trustee that is not a natural person may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which such Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of such Trustee, shall be the successor of such Trustee under the Declaration,
provided such corporation shall be otherwise qualified and eligible.

MISCELLANEOUS

The Regular Trustees are authorized and directed to conduct the affairs of
and to operate the Trust in such a way that the Trust will not be deemed to be
an "investment company" required to be registered under the Investment Company
Act or classified as other than a grantor trust for United States federal income
tax purposes and so that the Junior Subordinated Debentures will be treated as
indebtedness of the Company for United States federal income tax purposes. In
this connection, the Company and the Regular Trustees are authorized to take any
action, not inconsistent with applicable law, the Certificate of Trust or the
Declaration, that the Company and the Regular Trustees determine in their
discretion to be necessary or desirable for such purposes, as long as such
action does not materially adversely affect the interests of the holders of the
Capital Securities.

The Trust may not borrow money nor issue debt nor mortgage or pledge any of
its assets.

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<PAGE>
DESCRIPTION OF JUNIOR SUBORDINATED DEBENTURES

The Old Junior Subordinated Debentures were issued and the New Junior
Subordinated Debentures are to be issued under a Junior Subordinated Indenture
(the "Indenture") between the Company and The First National Bank of Chicago, as
trustee (the "Indenture Trustee"). This summary of certain terms and provisions
of the Junior Subordinated Debentures and the Indenture does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
the Indenture.

GENERAL

Concurrently with the issuance of the Capital Securities, the Trust invested
the proceeds thereof and the consideration paid by the Company for the Common
Securities in the Old Junior Subordinated Debentures issued by the Company. The
Company will exchange the Old Junior Subordinated Debentures for the New Junior
Subordinated Debentures as soon as practicable after the date hereof. No Old
Junior Subordinated Debentures will remain outstanding after such exchange.

The Junior Subordinated Debentures will be in the principal amount equal to
the aggregate liquidation preference of the Capital Securities plus the
Company's concurrent investment in the Common Securities. The Junior
Subordinated Debentures will bear interest at the annual rate of 8.06% of the
principal amount thereof, payable semi-annually in arrears on the first day of
June and December of each year (each, an "Interest Payment Date"), commencing
June 1, 1997, to the person in whose name each Junior Subordinated Debenture is
registered, subject to certain exceptions, at the close of business on the 15th
day of the month prior to the relevant Interest Payment Date. It is anticipated
that, until the liquidation, if any, of the Trust, each Junior Subordinated
Debenture will be held in the name of the Property Trustee in trust for the
benefit of the holders of the Capital Securities and the Common Securities. The
amount of interest payable for any period will be computed on the basis of a
360-day year of twelve 30-day months. In the event that any date on which
interest is payable on the Junior Subordinated Debentures is not a Business Day,
then payment of the interest payable on such date will be made on the next
succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), except that, if such Business Day is in the next
succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case with the same force and effect as if made
on the date such payment was originally payable. Accrued interest that is not
paid on the applicable Interest Payment Date will bear additional interest on
the amount thereof (to the extent permitted by law) at the rate per annum of
8.06% thereof, compounded semi-annually. The term "interest" as used herein
shall include semi-annual interest payments and interest on semi-annual interest
payments not paid on the applicable Interest Payment Date, as applicable.

The Junior Subordinated Debentures will mature on December 1, 2026 (the
"Stated Maturity").

The Junior Subordinated Debentures will be unsecured and will rank junior
and be subordinate in right of payment to all Indebtedness (as defined below) of
the Company. The Indenture does not limit the incurrence or issuance of other
secured or unsecured debt of the Company, whether under the Indenture or any
existing or other indenture that the Company may enter into in the future or
otherwise. See "-- Subordination."

The general provisions of the Indenture do not afford holders of the Junior
Subordinated Debentures protection in the event of a highly leveraged or other
transaction involving the Company that may adversely affect holders of the
Junior Subordinated Debentures.

OPTION TO EXTEND INTEREST PAYMENT PERIOD

So long as no Indenture Event of Default has occurred and is continuing, the
Company has the right under the Indenture to defer the payment of interest at
any time or from time to time for a period not exceeding 10 consecutive
semi-annual periods with respect to each Extension Period, provided that no

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Extension Period may extend beyond the Stated Maturity of the Junior
Subordinated Debentures. At the end of such Extension Period, the Company must
pay all interest then accrued and unpaid (together with interest thereon at the
annual rate of 8.06%, compounded semi-annually, to the extent permitted by
applicable law). During an Extension Period, interest will continue to accrue
and holders of Junior Subordinated Debentures (or holders of Capital Securities
while the Capital Securities are outstanding) will be required to accrue
interest income (as OID) for United States federal income tax purposes. See
"Certain United States Federal Income Tax Consequences--Interest Income and
Original Issue Discount."

During any such Extension Period, the Company may not, and may not permit
any subsidiary of the Company to, (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire, or make a liquidation payment
with respect to, any of the Company's capital stock or (ii) make any payment of
principal, interest or premium, if any, on or repay, repurchase or redeem any
debt securities of the Company that rank PARI PASSU with or junior in interest
to the Junior Subordinated Debentures or make any guarantee payments with
respect to any guarantee by the Company of the debt securities of any subsidiary
of the Company if such guarantee ranks PARI PASSU or junior in interest to the
Junior Subordinated Debentures (other than (a) dividends or distributions in
common stock of the Company, (b) payments under the Guarantee, (c) any
declaration of a dividend in connection with the implementation of a
stockholders' rights plan, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, and
(d) purchases of common stock related to the issuance of common stock or rights
under any of the Company's benefit plans). Prior to the termination of any such
Extension Period, the Company may further extend the Extension Period, provided
that no Extension Period may exceed 10 consecutive semi-annual periods or extend
beyond the Stated Maturity of the Junior Subordinated Debentures. Upon the
termination of any such Extension Period and the payment of all amounts then due
on any Interest Payment Date, the Company may elect to begin a new Extension
Period subject to the above requirements. No interest shall be due and payable
during an Extension Period, except at the end thereof. The Company must give the
Property Trustee, the Regular Trustees and the Indenture Trustee notice of its
election of such Extension Period not less than one Business Day prior to such
record date. The Property Trustee shall give notice of the Company's election to
begin a new Extension Period to the holders of the Capital Securities.

REDEMPTION

The Junior Subordinated Debentures are not redeemable prior to December 1,
2006 unless a Special Event has occurred. The Junior Subordinated Debentures are
redeemable prior to maturity at the option of the Company, subject to the
receipt of any necessary prior approval of the Federal Reserve, on or after
December 1, 2006, in whole or in part at any time at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest, if any, to the date of redemption, if redeemed during the
twelve-month period beginning on December 1 of the years indicated below:

<TABLE>
<CAPTION>
YEAR PERCENTAGE
- ---------------------------------------------------------------------------------- -----------
<S> <C>
2006.............................................................................. 104.030%
2007.............................................................................. 103.627%
2008.............................................................................. 103.224%
2009.............................................................................. 102.821%
2010.............................................................................. 102.418%
2011.............................................................................. 102.015%
2012.............................................................................. 101.612%
2013.............................................................................. 101.209%
2014.............................................................................. 100.806%
2015.............................................................................. 100.403%
</TABLE>

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<PAGE>
On or after December 1, 2016, the redemption price will be 100%, plus
accrued and unpaid interest, if any, to the date of redemption.

The Junior Subordinated Debentures are also redeemable at any time in whole
(but not in part), within 90 days of the occurrence of a Special Event, at a
redemption price (the "Special Event Prepayment Price") equal to the greater of
(i) 100% of the principal amount of such Junior Subordinated Debentures or (ii)
as determined by a Quotation Agent (as defined below), the sum of the present
values of the principal amount and premium payable with respect to an optional
redemption on such Junior Subordinated Debentures on December 1, 2006, together
with scheduled payments of interest from the prepayment date to December 1, 2006
(the "Remaining Life") discounted to the prepayment date on a semi-annual basis
(assuming a 360-day year consisting of 30-day months) at the Adjusted Treasury
Rate, plus, in each case, accrued interest thereon to the date of prepayment.

"Adjusted Treasury Rate" means, with respect to any prepayment date, the
Treasury Rate plus (i) 1.25% if such prepayment date occurs on or before
December 1, 1997 or (ii) 0.50% if such prepayment date occurs after December 1,
1997.

"Treasury Rate" means (i) the yield, under the heading which represents the
average for the immediately prior week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication which is
published weekly by the Federal Reserve and which establishes yields on actively
traded United States Treasury securities adjusted to constant maturity under the
caption "Treasury Constant Maturities", for the maturity corresponding to the
Remaining Life (if no maturity is within three months before or after the
Remaining Life, yields for the two published maturities most closely
corresponding to the Remaining Life shall be determined and the Treasury Rate
shall be interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month) or (ii) if such release (or any successor
release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such prepayment date. The
Treasury Rate shall be calculated on the third business day preceding the
prepayment date.

"Comparable Treasury Issue" means with respect to any prepayment date the
United States Treasury security selected by the Quotation Agent as having a
maturity comparable to the Remaining Life that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the Remaining
Life. If no United States treasury security has a maturity which is within a
period from three months before to three months after December 1, 2006, the two
most closely corresponding United States Treasury securities shall be used as
the Comparable Treasury Issue, and the Treasury Rate shall be interpolated or
extrapolated on a straight-line basis, rounding to the nearest month using such
securities.

"Quotation Agent" means (i) Morgan Stanley & Co. Incorporated and their
respective successors; provided, however, that if the foregoing shall cease to
be a primary U.S. Government securities dealer in New York City (a "Primary
Treasury Dealer"), the Company shall substitute therefor another Primary
Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the
Indenture Trustee after consultation with the Company.

"Comparable Treasury Price" means (A) the average of five Reference Treasury
Dealer Quotations for such prepayment date, after excluding the highest and
lowest such Reference Treasury Dealer Quotations, or (B) if the Indenture
Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the
average of all such Quotations.

"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any prepayment date, the average, as determined by the
Indenture Trustee, of the bid and asked prices for

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<PAGE>
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Indenture Trustee by such Reference
Treasury Dealer at 5:00 p.m. New York City time, on the third business day
preceding such prepayment date.

If the Junior Subordinated Debentures are redeemed, the Trust must redeem
the Capital Securities having an aggregate liquidation preference equal to the
aggregate principal amount of Junior Subordinated Debentures so redeemed. See
"Description of Capital Securities--Mandatory Redemption."

Notice of any redemption will be mailed at least 30 days but not more than
60 days before the redemption date to each Holder of Junior Subordinated
Debentures to be redeemed at its registered address. Unless the Company defaults
in payment of the redemption price, on and after the redemption date interest
ceases to accrue on such Junior Subordinated Debentures or portions thereof
called for redemption.

CERTAIN COVENANTS OF THE COMPANY

The Company will covenant in the Indenture that if and so long as the Trust
is the holder of all Junior Subordinated Debentures, the Company, as borrower,
will pay to the Trust all fees and expenses related to the Trust and the
offering of the Capital Securities and will pay, directly or indirectly, all
ongoing costs, expenses and liabilities of the Trust (including any taxes,
duties, assessments or governmental charges of whatever nature (other than
withholding taxes) imposed by the United States or any domestic taxing authority
upon the Trust but excluding obligations under the Capital Securities).

The Company will also covenant that it will not, and will not permit any
subsidiary of the Company to, (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of the Company's capital stock or (ii) make any payment of principal,
interest or premium, if any, on or repay or repurchase or redeem any debt
securities of the Company that rank PARI PASSU with or junior in interest to the
Junior Subordinated Debentures or make any guarantee payments with respect to
any guarantee by the Company of the debt securities of any subsidiary of the
Company if such guarantee ranks PARI PASSU with or junior in interest to the
Junior Subordinated Debentures (other than (a) dividends or distributions in
common stock of the Company, (b) payments under the Guarantee (c) any
declaration of a dividend in connection with the implementation of a
stockholders' rights plans, or the issuance of stock under any such plan in the
future, or the redemption or repurchase of any such rights pursuant thereto, and
(d) purchases of common stock related to the issuance of common stock or rights
under any of the Company's benefit plan) if at such time (x) there shall have
occurred any event of which the Company has actual knowledge that (I) with the
giving of notice or the lapse of time, or both, would constitute an Indenture
Event of Default with respect to Junior Subordinated Debentures and (II) in
respect of which the Company shall not have taken reasonable steps to cure, (y)
the Company shall be in default with respect to its payment of any obligations
under the Guarantee or (z) the Company shall have given notice of its election
of an Extension Period as provided in the Indenture and shall not have rescinded
such notice, or such Extension Period, or any extension thereof, shall be
continuing.

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<PAGE>
SUBORDINATION

In the Indenture, the Company has covenanted and agreed that any Junior
Subordinated Debentures issued thereunder will be subordinated and junior in
right of payment to all Indebtedness to the extent provided in the Indenture.
Upon any payment or distribution of assets to creditors upon any liquidation,
dissolution, winding-up, reorganization, assignment for the benefit of
creditors, marshaling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with any insolvency or
bankruptcy proceeding of the Company, the holders of Indebtedness will first be
entitled to receive payment in full of principal of and premium, if any, and
interest, if any, on such Indebtedness before the holders of Junior Subordinated
Debentures or the Property Trustee on behalf of the holders of Capital
Securities will be entitled to receive or retain any payment in respect of the
principal of and premium, if any, or interest, if any, on the Junior
Subordinated Debentures; PROVIDED, HOWEVER, that holders of Indebtedness shall
not be entitled to receive payment of any such amounts to the extent that such
holders would be required by the subordination provisions of such Indebtedness
to pay such amounts over to the obligees on trade accounts payable or other
liabilities arising in the ordinary course of the Company's business.

In the event of the acceleration of the maturity of any Junior Subordinated
Debentures, the holders of all Indebtedness outstanding at the time of such
acceleration will first be entitled to receive payment in full of all amounts
then due thereon (including any amounts due upon acceleration) before the
holders of Junior Subordinated Debentures will be entitled to receive or retain
any payment in respect of the principal of or premium, if any, or interest, if
any, on the Junior Subordinated Debentures; PROVIDED, HOWEVER, that holders of
Indebtedness shall not be entitled to receive payment of any such amounts to the
extent that such holders would be required by the subordination provisions of
such Indebtedness to pay such amounts over to the obligees on trade accounts
payable or other liabilities arising in the ordinary course of the Company's
business.

No payments on account of principal (or premium, if any) or interest, if
any, in respect of the Junior Subordinated Debentures may be made if there shall
have occurred and be continuing a default in any payment with respect to
Indebtedness, or an event of default with respect to any Indebtedness resulting
in the acceleration of the maturity thereof, or if any judicial proceeding shall
be pending with respect to any such default.

"Indebtedness" means with respect to any person, whether recourse is to all
or a portion of the assets of such person and whether or not contingent, (i)
every obligation of such person for money borrowed; (ii) every obligation of
such person evidenced by bonds, debentures, notes or other similar instruments,
including obligations incurred in connection with the acquisition of property,
assets or businesses; (iii) every reimbursement obligation of such person with
respect to letters of credit, bankers' acceptances or similar facilities issued
for the account of such person; (iv) every obligation of such person issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course of
business); (v) every capital lease obligation of such person; (vi) every
obligation of such person for claims (as defined in Section 101(4) of the United
States Bankruptcy Code of 1978, as amended) in respect of derivative products
such as interest and foreign exchange rate contracts, commodity contracts and
similar arrangements; and (vii) every obligation of the type referred to in
clauses (i) through (vi) of another person and all dividends of another person
the payment of which, in either case, such person has guaranteed or is
responsible or liable, directly or indirectly, as obligor or otherwise; provided
that "Indebtedness" shall not include (i) any obligations which, by their terms,
are expressly stated to rank PARI PASSU in right of payment with, or to not be
superior in right of payment to, the Junior Subordinated Debentures, (ii) any
Indebtedness of the Company which when incurred and without respect to any
election under Section 1111(b) of the United States Bankruptcy Code of 1978, as
amended, was without recourse to the Company, (iii) any Indebtedness of the
Company to any of its subsidiaries, (iv) Indebtedness to any employee of the
Company or (v) any indebtedness in respect of debt securities issued to any
trust, or a trustee of such trust, partnership or other entity affiliated with
the

47
<PAGE>
Company that is a financing entity of the Company in connection with the
issuance of such financing entity of securities that are similar to the Capital
Securities.

The Indenture places no limitation on the amount of additional Indebtedness
that may be incurred by the Company or any indebtedness or other liabilities
that may be incurred by the Company's subsidiaries. As of December 31, 1996,
Indebtedness of the Company aggregated approximately $1.2 billion, and the
Company's consolidated subsidiaries had indebtedness and other liabilities of
approximately $37.4 billion to which the Junior Subordinated Debentures would be
effectively subordinated.

INDENTURE EVENTS OF DEFAULT

The Indenture provides that any one or more of the following described
events with respect to the Junior Subordinated Debentures that has occurred and
is continuing constitutes an "Indenture Event of Default" with respect to the
Junior Subordinated Debentures:

(i) failure for 30 days to pay any interest on the Junior Subordinated
Debentures when due (subject to the deferral of any due date in the case of
an Extension Period); or

(ii) failure to pay any principal on the Junior Subordinated Debentures
when due whether at maturity, upon redemption by declaration or otherwise;
or

(iii) failure to observe or perform in any material respect certain other
covenants contained in the Indenture for 90 days after written notice to the
Company from the Indenture Trustee or the holders of at least 25% in
aggregate outstanding principal amount of outstanding Junior Subordinated
Debentures; or

(iv) certain events in bankruptcy, insolvency or reorganization of the
Company.

The holders of a majority in aggregate outstanding principal amount of
Junior Subordinated Debentures have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Indenture
Trustee. The Indenture Trustee or the holders of not less than 25% in aggregate
outstanding principal amount of Junior Subordinated Debentures may declare the
principal due and payable immediately upon an Indenture Event of Default, and,
should the Indenture Trustee or such holders of such Junior Subordinated
Debentures fail to make such declaration, the holders of at least 25% in
aggregate liquidation preference of the Capital Securities shall have such
right. The holders of a majority in aggregate outstanding principal amount of
Junior Subordinated Debentures may annul such declaration and waive the default
if the default (other than the non-payment of the principal of Junior
Subordinated Debentures which has become due solely by such acceleration) has
been cured and a sum sufficient to pay all matured installments of interest and
principal due otherwise than by acceleration has been deposited with the
Indenture Trustee, and should the holders of such Junior Subordinated Debentures
fail to annul such declaration and waive such default, the holders of a majority
in aggregate liquidation preference of the Capital Securities shall have such
right.

The holders of a majority in aggregate outstanding principal amount of the
Junior Subordinated Debentures affected thereby may, on behalf of the holders of
all the Junior Subordinated Debentures, waive any past default, except a default
in the payment of principal or interest (unless such default has been cured and
a sum sufficient to pay all matured installments of interest and principal due
otherwise than by acceleration has been deposited with the Indenture Trustee) or
a default in respect of a covenant or provision which under the Indenture cannot
be modified or amended without the consent of the holder of each outstanding
Junior Subordinated Debentures, and should the holders of such Junior
Subordinated Debentures fail to waive such default, the holders of a majority in
aggregate liquidation preference of the Capital Securities shall have such
right. The Company is required to file annually with the Indenture Trustee a
certificate as to whether or not the Company is in compliance with all the
conditions and covenants applicable to it under the Indenture.

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<PAGE>
In case an Indenture Event of Default shall occur and be continuing, the
Property Trustee will have the right to declare the principal of and the
interest on such Junior Subordinated Debentures and any other amounts payable
under the Indenture, to be forthwith due and payable and to enforce its other
rights as a creditor with respect to such Junior Subordinated Debentures.

ENFORCEMENT OF CERTAIN RIGHTS BY HOLDERS OF CAPITAL SECURITIES

If an Indenture Event of Default has occurred and is continuing and such
event is attributable to the failure of the Company to pay interest or principal
on the Junior Subordinated Debentures on the date such interest or principal is
otherwise payable, a holder of Capital Securities may institute a Direct Action
for payment. The Company may not amend the Indenture to remove the foregoing
right to bring a Direct Action without the prior written consent of the holders
of all of the Capital Securities. Notwithstanding any payment made to such
holder of Capital Securities by the Company in connection with a Direct Action,
the Company shall remain obligated to pay the principal of or interest on the
Junior Subordinated Debentures held by the Trust or the Property Trustee and the
Company shall be subrogated to the rights of the holder of such Capital
Securities with respect to payments on the Capital Securities to the extent of
any payments made by the Company to such holder in any Direct Action. The
holders of Capital Securities will not be able to exercise directly any other
remedy available to the holders of the Junior Subordinated Debentures.

CONSOLIDATION, MERGER, SALE OF ASSETS AND OTHER TRANSACTIONS

The Indenture provides that the Company shall not consolidate with or merge
into any other Person or convey, transfer or lease its properties and assets
substantially as an entirety to any Person, unless (i) in case the Company
consolidates with or merges into another Person or conveys, transfers or leases
its properties and assets substantially as an entirety to any Person, the
successor Person is organized under the laws of the United States or any state
or the District of Columbia, and such successor Person expressly assumes the
Company's obligations on the Junior Subordinated Debentures issued under the
Indenture; (ii) immediately after giving effect thereto, no Indenture Event of
Default, and no event which, after notice or lapse of time or both, would become
an Indenture Event of Default, shall have happened and be continuing; (iii) if
at the time any Capital Securities are outstanding, such transaction is
permitted under the Declaration and Guarantee and does not give rise to any
breach or violation of the Declaration or Guarantee, (iv) any such lease shall
provide that it will remain in effect so long as any Junior Subordinated
Debentures are outstanding, and (v) certain other conditions as prescribed in
the Indenture are met.

MODIFICATION OF INDENTURE

From time to time the Company and the Indenture Trustee may, without the
consent of the holders of the Junior Subordinated Debentures, amend, waive or
supplement the Indenture for specified purposes, including, among other things,
curing ambiguities, defects or inconsistencies (provided that any such action
does not materially adversely affect the interest of the holders of Junior
Subordinated Debentures) and qualifying, or maintaining the qualification of,
the Indenture under the Trust Indenture Act. The Indenture contains provisions
permitting the Company and the Indenture Trustee, with the consent of the
holders of not less than a majority in principal amount of outstanding Junior
Subordinated Debentures affected, to modify the Indenture in a manner affecting
the rights of the holders of such Junior Subordinated Debentures; provided that
no such modification may, without the consent of the holder of each outstanding
Junior Subordinated Debentures so affected, (i) change the stated maturity of
Junior Subordinated Debentures, or reduce the principal amount thereof, or
reduce the rate or extend the time of payment of interest thereon (except such
extension as is contemplated hereby) or (ii) reduce the percentage of principal
amount of Junior Subordinated Debentures, the holders of which are required to
consent to any such modification of the Indenture, provided that, so long as any
Capital Securities remain outstanding, no such modification may be made that
adversely affects the holders of such Capital Securities in any material
respect, and no termination of the Indenture may occur, and no waiver of any
Indenture Event of Default

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<PAGE>
or compliance with any covenant under the Indenture may be effective, without
the prior consent of the holders of at least a majority of the aggregate
liquidation preference of the Capital Securities unless and until the principal
of the Junior Subordinated Debentures and all accrued and unpaid interest
thereon have been paid in full and certain other conditions are satisfied.

DEFEASANCE AND DISCHARGE

The Indenture provides that the Company, at the Company's option: (a) will
be discharged from any and all obligations in respect of the Junior Subordinated
Debentures (except for certain obligations to register the transfer or exchange
of Junior Subordinated Debentures, replace stolen, lost or mutilated Junior
Subordinated Debentures, maintain paying agencies and hold moneys for payment in
trust) or (b) need not comply with certain restrictive covenants of the
Indenture (including that described in the second paragraph under "Certain
Covenants of the Company"), in each case if the Company deposits, in trust with
the Indenture Trustee or a defeasance agent, money or U.S. Government
Obligations which through the payment of interest thereon and principal thereof
in accordance with their terms will provide money, in an amount sufficient to
pay all the principal of, and interest and premium, if any, on the Junior
Subordinated Debentures on the dates such payments are due in accordance with
the terms of such Junior Subordinated Debentures. To exercise any such option,
the Company is required to deliver to the Indenture Trustee or a defeasance
agent, if any, an opinion of counsel to the effect that the deposit and related
defeasance would not cause the holders of the Junior Subordinated Debentures to
recognize income, gain or loss for United States federal income tax purposes
and, in the case of a discharge pursuant to clause (a), such opinion shall be
accompanied by a private letter ruling to such effect received by the Company
from the United States Internal Service or revenue ruling pertaining to a
comparable form of transaction to the effect published by the United States
Internal Revenue Service.

DISTRIBUTIONS OF JUNIOR SUBORDINATED DEBENTURES; BOOK-ENTRY ISSUANCE

Under certain circumstances involving the termination of the Trust, Junior
Subordinated Debentures may be distributed to the holders of the Capital
Securities in liquidation of the Trust after satisfaction of liabilities to
creditors of the Trust as provided by applicable law. If distributed to holders
of Capital Securities in liquidation, the Junior Subordinated Debentures will
initially be issued in the form of Global Certificates and definitive
securities. DTC, or any successor depositary, will act as depositary for such
Global Certificates. It is anticipated that the depositary arrangements for such
Global Certificates would be substantially identical to those in effect for the
Capital Securities. For a description of Global Certificates and definitive
securities, see "Book-Entry Issuance."

There can be no assurance as to the market price of any Junior Subordinated
Debentures that may be distributed to the holders of Capital Securities.

PAYMENT AND PAYING AGENTS

The Company initially will act as Paying Agent with respect to the Junior
Subordinated Debentures except that, if the Junior Subordinated Debentures are
distributed to the holders of the Capital Securities in liquidation of such
holders' interests in the Trust, the Indenture Trustee will act as the Paying
Agent. The Company at any time may designate additional Paying Agents or rescind
the designation of any Paying Agent or approve a change in the office through
which any Paying Agent acts, except that the Company will be required to
maintain a Paying Agent at the place of payment.

Any moneys deposited with the Indenture Trustee or any Paying Agent, or then
held by the Company in trust, for the payment of the principal of and premium,
if any, or interest on any Junior Subordinated Debentures and remaining
unclaimed for two years after such principal and premium, if any, or interest
has become due and payable shall, at the request of the Company, be repaid to
the Company and the holder of such Junior Subordinated Debentures shall
thereafter look, as a general unsecured creditor, only to the Company for
payment thereof.

GOVERNING LAW

The Indenture and the Junior Subordinated Debentures will be governed by and
construed in accordance with the laws of the State of New York.

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INFORMATION CONCERNING THE INDENTURE TRUSTEE

The Indenture Trustee shall have and be subject to all the duties and
responsibilities specified with respect to an indenture trustee under the Trust
Indenture Act. Subject to such provisions, the Indenture Trustee is under no
obligation to exercise any of the powers vested in it by the Indenture at the
request of any holder of Junior Subordinated Debentures, unless offered
reasonable indemnity by such holder against the costs, expenses and liabilities
which might be incurred thereby. The Indenture Trustee is not required to expend
or risk its own funds or otherwise incur personal financial liability in the
performance of its duties if the Indenture Trustee reasonably believes that
repayment or adequate indemnity is not reasonably assured to it.

DESCRIPTION OF GUARANTEE

The Old Guarantee was executed and delivered by the Company concurrently
with the issuance by the Trust of the Old Capital Securities for the benefit of
the holders from time to time of such Capital Securities. As soon as practicable
after the date hereof, the Old Guarantee will be exchanged by the Company for
the New Guarantee. The First National Bank of Chicago will act as indenture
trustee ("Guarantee Trustee"). This summary of certain provisions of the
Guarantee does not purport to be complete and is subject to, and qualified in
its entirety by reference to, all of the provisions of the Guarantee, including
the definitions therein of certain terms. The Guarantee Trustee will hold the
Guarantee for the benefit of the holders of the Capital Securities.

GENERAL

The Company has irrevocably and unconditionally agreed (and under the New
Guarantee will irrevocably and unconditionally agree) to pay in full on a
subordinated basis, to the extent set forth herein, the Guarantee Payments (as
defined below) to the holders of the Capital Securities, as and when due,
regardless of any defense, right of set-off or counterclaim that the Trust may
have or assert other than the defense of payment. The following payments with
respect to the Capital Securities, to the extent not paid by or on behalf of the
Trust (the "Guarantee Payments"), will be subject to the Guarantee: (i) any
accumulated and unpaid Distributions required to be paid on the Capital
Securities, to the extent that the Trust has funds on hand available therefor at
the time, (ii) the redemption price with respect to any Capital Securities
called for redemption, to the extent that the Trust has funds on hand available
therefor at such time, or (iii) upon a voluntary or involuntary dissolution,
winding up or liquidation of the Trust (unless the Junior Subordinated
Debentures are distributed to holders of the Capital Securities), the lesser of
(a) the aggregate of the liquidation amount and all accrued and unpaid
Distributions to the date of payment and (b) the amount of assets of the Trust
remaining available for distribution to holders of Capital Securities. The
Company's obligation to make a Guarantee Payment may be satisfied by direct
payment of the required amounts by the Company to the holders of the applicable
Capital Securities or by causing the Trust to pay such amounts to such holders.

The Guarantee will be an irrevocable guarantee on a subordinated basis of
the Trust's obligations under the Capital Securities, but will apply only to the
extent that the Trust has funds on hand available to make such payments, and is
not a guarantee of collection.

If the Company does not make interest payments on the Junior Subordinated
Debentures held by the Trust, the Trust will not be able to pay Distributions on
the Capital Securities and will not have funds legally available therefor. The
Guarantee will rank subordinate and junior in right of payment to all general
liabilities of the Company. See "--Status of the Guarantee." The Guarantee does
not limit the incurrence or issuance of other secured or unsecured debt of the
Company, whether under the Indenture or any existing or other indenture that the
Company may enter into in the future or otherwise.

The Company has, through the Guarantee, the Junior Subordinated Debentures
and the Indenture, taken together, fully and unconditionally guaranteed all of
the Trust's obligations under the Capital

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Securities. No single document standing alone or operating in conjunction with
fewer than all of the other documents constitutes such guarantee. It is only the
combined operation of these documents that has the effect of providing a full
and unconditional guarantee of the Trust's obligations under the Capital
Securities. See "Relationship Among the Capital Securities, the Junior
Subordinated Debentures and the Guarantee--General."

STATUS OF THE GUARANTEE

The Guarantee will constitute an unsecured obligation of the Company and
will rank subordinate and junior in right of payment to Indebtedness of the
Company. The Guarantee does not place a limitation on the amount of additional
Indebtedness that may be incurred by the Company.

The Guarantee will constitute a guarantee of payment and not of collection
(i.e., the guaranteed party may institute a legal proceeding directly against
the Guarantor to enforce its rights under the Guarantee without first
instituting a legal proceeding against any other person or entity). The
Guarantee will be held for the benefit of the holders of the Capital Securities.
The Guarantee will not be discharged except by payment of the Guarantee Payments
in full to the extent not paid by the Trust or upon distribution of the Junior
Subordinated Debentures to the holders of the Capital Securities in exchange for
all of the Capital Securities.

AMENDMENTS AND ASSIGNMENT

Except with respect to any changes that do not materially adversely affect
the rights of holders of the Capital Securities (in which case no vote will be
required), the Guarantee may not be amended without the prior approval of the
holders of not less than a majority of the aggregate liquidation preference of
the outstanding Capital Securities. The manner of obtaining any such approval
will be as set forth under "Description of Capital Securities--Voting Rights;
Amendment of the Declaration." All guarantees and agreements contained in the
Guarantee shall bind the successors, assigns, receivers, trustees and
representatives of the Company and shall inure to the benefit of the holders of
the Capital Securities then outstanding.

EVENTS OF DEFAULT

An event of default under the Guarantee will occur upon the failure of the
Company to perform any of its payment or other obligations thereunder. The
holders of not less than a majority in aggregate liquidation preference of the
Capital Securities have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Guarantee Trustee in
respect of the Guarantee or to direct the exercise of any trust or power
conferred upon the Guarantee Trustee under the Guarantee.

Any holder of the Capital Securities may institute a legal proceeding
directly against the Company to enforce its rights under the Guarantee without
first instituting a legal proceeding against the Trust, the Guarantee Trustee or
any other person or entity.

The Company, as guarantor, is required to file annually with the Guarantee
Trustee a certificate as to whether or not the Company is in compliance with all
the conditions and covenants applicable to it under the Guarantee.

INFORMATION CONCERNING THE GUARANTEE TRUSTEE

The Guarantee Trustee, other than during the occurrence and continuance of a
default by the Company in performance of the Guarantee, undertakes to perform
only such duties as are specifically set forth in each Guarantee and, after
default with respect to the Guarantee, must exercise the same degree of care and
skill as a prudent person would exercise or use in the conduct of his or her own
affairs. Subject to this provision, the Guarantee Trustee is under no obligation
to exercise any of the powers vested in it by

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the Guarantee at the request of any holder of any Capital Security unless it is
offered reasonable indemnity against the costs, expenses and liabilities that
might be incurred thereby.

TERMINATION OF THE GUARANTEE

The Guarantee will terminate and be of no further force and effect upon full
payment of the redemption price of the Capital Securities, upon full payment of
the amounts payable upon liquidation of the Trust or upon distribution of Junior
Subordinated Debentures to the holders of the Capital Securities in exchange for
all of the Capital Securities. The Guarantee will continue to be effective or
will be reinstated, as the case may be, if at any time any holder of the Capital
Securities must restore payment of any sums paid under the Capital Securities or
the Guarantee.

GOVERNING LAW

The Guarantee will be governed by and construed in accordance with the laws
of the State of New York.

DESCRIPTION OF THE OLD SECURITIES

The terms of the Old Securities are identical in all material respect to the
New Securities, except that the Old Securities have not been registered under
the Securities Act, are subject to certain restrictions on transfer and are
entitled to certain rights under the Registration Rights Agreement (which rights
will terminate upon consummation of the Exchange Offer, except under limited
circumstances). In addition, the Registration Rights Agreement provides that, in
the event that the Exchange Offer is not consummated on or prior to July 7,
1997, or, in certain limited circumstances, in the event a shelf registration
statement (the "Shelf Registration Statement") with respect to the resale of the
Old Capital Securities is not declared effective on or prior to May 24, 1997
(each, a "Registration Default"), then the Company will pay liquidated damages
to each holder of Old Capital Securities with respect to the first 90-day period
immediately following the occurrence of such Registration Default in an amount
equal to $.25 per week per $1,000 liquidation amount of Capital Securities. The
amount of such liquidated damages will increase by an additional $.05 per week
per $1,000 liquidation amount of Capital Securities with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of liquidated damages of $.50 per week per $1,000 liquidation
amount of Capital Securities. The New Capital Securities are not, and upon
consummation of the Exchange Offer the Old Capital Securities will not be,
entitled to any such liquidated damages. Accordingly, holders of Old Capital
Securities should review the information set forth under "Risk Factors--Certain
Consequences of a Failure to Exchange Old Capital Securities."

RELATIONSHIP AMONG THE CAPITAL SECURITIES,
THE JUNIOR SUBORDINATED DEBENTURES AND THE GUARANTEE

Payments of Distributions and other amounts due on the Capital Securities
(to the extent the Trust has funds available for the payment of such
Distributions) are irrevocably guaranteed by the Company as and to the extent
set forth under "Description of Guarantee." A holder of Capital Securities may
institute a legal proceeding directly against the Company to enforce payment of
such Distributions to such holder after the respective due dates. Taken
together, the Company's obligations under the Junior Subordinated Debentures,
the Indenture and the Guarantee provide, in the aggregate, a full and
unconditional guarantee of payments of Distributions and other amounts due on
the Capital Securities. No single document standing alone or operating in
conjunction with fewer than all of the other documents constitutes such
guarantee. It is only the combined operation of these documents that has the
effect of providing a full and unconditional guarantee of the Trust's
obligations under the Capital Securities. The obligations of the Company under
the Guarantee and the Junior Subordinated Debentures are subordinate and junior
in right of payment to all Indebtedness of the Company.

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SUFFICIENCY OF PAYMENTS

As long as payments of interest and other payments are made when due on the
Junior Subordinated Debentures, such payments will be sufficient to cover
Distributions and other payments due on the Capital Securities, primarily
because (i) the aggregate principal amount of the Junior Subordinated Debentures
will be equal to the sum of the aggregate stated liquidation amount of the
Capital Securities and the Common Securities; (ii) the interest rate and
interest and other payment dates on the Junior Subordinated Debentures will
match the Distribution rate and Distribution and other payment dates for the
related Capital Securities; (iii) the Company shall pay for all and any costs,
expenses and liabilities of the Trust except the Trust's obligations under the
Capital Securities; and (iv) the Declaration further provides that the Trust
will not engage in any activity that is not consistent with the limited purposes
of the Trust.

Notwithstanding anything to the contrary in the Indenture, the Company has
the right to set-off any payment it is otherwise required to make thereunder
with and to the extent the Company has theretofore made, or is concurrently on
the date of such payment making, a payment under the Guarantee.

ENFORCEMENT RIGHTS OF HOLDERS OF CAPITAL SECURITIES

A holder of Capital Securities may institute a legal proceeding directly
against the Company to enforce its rights under the Guarantee without first
instituting a legal proceeding against the Guarantee Trustee, the Trust or any
other person or entity.

A default or event of default under any Indebtedness of the Company will not
constitute a default or Indenture Event of Default. In addition, in the event of
payment defaults under, or acceleration of, Indebtedness of the Company, the
subordination provisions of the Indenture provide that no payments may be made
in respect of the Junior Subordinated Debentures until such Indebtedness has
been paid in full or any payment default thereunder has been cured or waived.
Failure to make required payments on the Junior Subordinated Debentures would
constitute an Indenture Event of Default under the Indenture.

LIMITED PURPOSE OF TRUST

The Capital Securities evidence a beneficial interest in the Trust, and the
Trust exists for the sole purpose of issuing the Capital Securities and the
Common Securities and investing the proceeds thereof in Junior Subordinated
Debentures. A principal difference between the rights of a holder of Capital
Securities and a holder of Junior Subordinated Debentures is that a holder of
Junior Subordinated Debentures is entitled to receive from the Company the
principal amount of and interest accrued on Junior Subordinated Debentures held,
while a holder of Capital Securities is entitled to receive Distributions from
the Trust (or from the Company under the Guarantee) if and to the extent the
Trust has funds available for the payment of such Distributions.

RIGHTS UPON DISSOLUTION

Upon any voluntary or involuntary dissolution, winding-up or liquidation of
the Trust involving the liquidation of the Junior Subordinated Debentures, after
satisfaction of the claims of creditors of the Trust, if any, as provided by
applicable law, the holders of the Capital Securities will be entitled to
receive, out of assets held by the Trust, the liquidation distribution in cash.
See "Description of Capital Securities-- Liquidation Distribution Upon
Dissolution." Upon any voluntary or involuntary liquidation or bankruptcy of the
Company, the Property Trustee, as holder of the Junior Subordinated Debentures,
would be a subordinated creditor of the Company, subordinated in right of
payment to all Indebtedness, but entitled to receive payment in full of
principal and interest before any stockholders of the Company receive payments
or distributions. Since the Company is the guarantor under the Guarantee and has
agreed to pay for all costs, expenses and liabilities of the Trust (other than
the Trust's obligations to the holders of the Capital Securities), the positions
of a holder of Capital Securities and a holder of the Junior Subordinated
Debentures relative to other creditors and to stockholders of the Company in the
event of liquidation or bankruptcy of the Company would be substantially the
same.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

In the opinion of Mahoney, Adams & Criser, special United States federal
income tax counsel to the Company and the Trust ("Tax Counsel"), the following
summary accurately describes the material United States federal income tax
consequences that may be relevant to the purchase, ownership and disposition of
the Capital Securities. Unless otherwise stated, this summary deals only with
Capital Securities held as capital assets by United States Holders (defined
below) who purchase the Capital Securities upon original issuance. As used
herein, a "United States Holder" means (i) a person that is a citizen or
resident of the United States, (ii) a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, (iii) an estate the income of which is subject to United
States federal income taxation regardless of its source, or (iv) a trust the
income of which is subject to United States federal income tax regardless of its
source; PROVIDED, HOWEVER, that a "United States Holder" shall include any trust
if a court within the United States is able to exercise primary supervision over
the administration of such trust and one or more United States fiduciaries have
the authority to control all the substantial decisions of such trust. The tax
treatment of a holder may vary depending on his, her or its particular
situation. This summary does not address all the tax consequences that may be
relevant to a particular holder or to holders who may be subject to special tax
treatment, such as banks, real estate investment trusts, regulated investment
companies, insurance companies, dealers in securities or currencies, or
tax-exempt investors. In addition, this summary does not include any description
of any alternative minimum tax consequences or the tax laws of any state, local
or foreign government that may be applicable to a holder of Capital Securities.
This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), the Treasury regulations promulgated thereunder and administrative and
judicial interpretations thereof, as of the date hereof, all of which are
subject to change, possibly on a retroactive basis. The authorities on which
this summary is based are subject to various interpretations and the opinions of
Tax Counsel are not binding on the Internal Revenue Service ("IRS") or the
courts, either of which could take a contrary position. Moreover, no rulings
have been or will be sought from the IRS with respect to the transactions
described herein. Accordingly, there can be no assurance that the IRS will not
challenge the opinions expressed herein or that a court would not sustain such a
challenge. Thus, it is possible that the federal income tax treatment of the
purchase, ownership and disposition of the Capital Securities may differ from
the treatment described below.

HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE CAPITAL
SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN, AND
OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES FEDERAL OR
OTHER TAX LAWS. FOR A DISCUSSION OF THE POSSIBLE REDEMPTION OF THE CAPITAL
SECURITIES UPON THE OCCURRENCE OF CERTAIN TAX EVENTS SEE "DESCRIPTION OF CAPITAL
SECURITIES--REDEMPTION" AND "--LIQUIDATION DISTRIBUTION UPON DISSOLUTION."

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EXCHANGE OF CAPITAL SECURITIES

The exchange of Old Capital Securities for New Capital Securities will not
be a taxable event to holders for federal income tax purposes. Accordingly, a
holder will have the same adjusted basis and holding period in the New Capital
Securities as the holder has in the Old Capital Securities immediately before
the exchange.

CLASSIFICATION OF THE TRUST

In connection with the issuance of the Capital Securities, Tax Counsel is of
the opinion that under current law and assuming full compliance with the terms
of the Declaration and other documents, and based upon certain facts and
assumptions contained in such opinion, the Trust will be classified as a grantor
trust for United States federal income tax purposes and not as an association
taxable as a corporation. Accordingly, for United States federal income tax
purposes, each holder of Capital Securities generally will be considered the
owner of an undivided interest in the Junior Subordinated Debentures and, thus,
will be required to include in its gross income its allocable share of income on
the Junior Subordinated Debentures.

CLASSIFICATION OF THE JUNIOR SUBORDINATED DEBENTURES

The Company, the Trust and the holders of the Capital Securities (by
acceptance of a beneficial interest in a Capital Security) will agree to treat
the Junior Subordinated Debentures as indebtedness for all United States tax
purposes. No assurance can be given, however, that the IRS will not challenge
such classification. The remainder of this discussion assumes that the Junior
Subordinated Debentures will be classified as indebtedness of the Company.

INTEREST INCOME AND ORIGINAL ISSUE DISCOUNT

Except as set forth below, stated interest on the Junior Subordinated
Debentures generally will be taxable to a holder as ordinary income at the time
it is paid or accrued in accordance with such holder's regular method of tax
accounting.

The Company believes that, under the applicable Treasury regulations, the
Junior Subordinated Debentures will not be treated as issued with original issue
discount ("OID") within the meaning of Section 1273(a) of the Code. If, however,
the Company exercises its right to defer payments of interest on the Junior
Subordinated Debentures, the Junior Subordinated Debentures will become OID
instruments at such time and all holders will be required to accrue the stated
interest on the Junior Subordinated Debentures on a daily basis during the
Extension Period even though the Company will not pay such interest until the
end of the Extension Period, and even though some holders may use the cash
method of tax accounting. Moreover, thereafter the Junior Subordinated
Debentures will be taxed as OID instruments for as long as they remain
outstanding. Thus, even after the end of an Extension Period, all holders would
be required to continue to include the stated interest on the Junior
Subordinated Debentures in income on a daily basis, regardless of their method
of tax accounting and in advance of receipt of the cash attributable to such
interest income. Under the OID economic accrual rules, a holder would accrue an
amount of interest income each year that approximates the stated interest
payments called for under the terms of the Junior Subordinated Debentures, and
actual cash payments of interest on the Junior Subordinated Debentures would not
be reported separately as taxable income. Any amount of OID included in a
holder's gross income (whether or not during an Extension Period) with respect
to a Capital Security will increase such holder's tax basis in such Capital
Security, and the amount of Distributions received by a holder in respect of
such accrued OID will reduce the tax basis of such Capital Security.

The Treasury regulations described above have not yet been addressed in any
rulings or other interpretations by the IRS, and it is possible that the IRS
could take a contrary position. If the IRS were to assert successfully that the
stated interest on the Junior Subordinated Debentures was OID regardless of

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whether the Company exercises its option to defer payments of interest on such
debentures, all holders of Capital Securities would be required to include such
stated interest in income on a daily economic accrual basis as described above.

Corporate holders of Capital Securities will not be entitled to a
dividends-received deduction with respect to any income recognized by such
holders with respect to the Capital Securities.

DISTRIBUTION OF JUNIOR SUBORDINATED DEBENTURES OR CASH UPON LIQUIDATION OF THE
TRUST

As described under the caption "Description of Junior Subordinated
Debentures--Distribution of Junior Subordinated Debentures," Junior Subordinated
Debentures may be distributed to holders in exchange for the Capital Securities
and in liquidation of the Trust. Under current law, such a distribution would be
non-taxable, and will result in the holder receiving directly its pro rata share
of the Junior Subordinated Debentures previously held indirectly through the
Trust, with a holding period and aggregate tax basis equal to the holding period
and aggregate tax basis such holder had in its Capital Securities before such
distributions. If, however, the liquidation of the Trust were to occur because
the Trust is subject to United States federal income tax with respect to income
accrued or received on the Junior Subordinated Debentures, the distribution of
the Junior Subordinated Debentures to holders would be a taxable event to the
Trust and to each holder and a holder would recognize gain or loss as if the
holder had exchanged its Capital Securities for the Junior Subordinated
Debentures it received upon liquidation of the Trust.

A holder would accrue interest in respect of the Junior Subordinated
Debentures received from the Trust in the manner described above under
"--Interest Income and Original Issue Discount."

Under certain circumstances described herein (see "Description of Capital
Securities--Special Event Redemption or Distribution of Junior Subordinated
Debentures"), the Junior Subordinated Debentures may be redeemed for cash, with
the proceeds of such redemption distributed to holders in redemption of their
Capital Securities. Under current law, such a redemption would constitute a
taxable disposition of the redeemed Capital Securities for United States federal
income tax purposes, and a holder would recognize gain or loss as if it sold
such redeemed Capital Securities for cash. See "--Sales of Capital Securities."

SALES OF CAPITAL SECURITIES

A holder that sells Capital Securities will recognize gain or loss equal to
the difference between the amount realized by the holder on the sale or
redemption of the Capital Securities (except to the extent that such amount
realized is characterized as a payment in respect of accrued but unpaid interest
on such holder's allocable share of the Junior Subordinated Debentures) and the
holder's adjusted tax basis in the Capital Securities sold or redeemed. Such
gain or loss generally will be a capital gain or loss and generally will be a
long-term capital gain or loss if the Capital Securities have been held for more
than one year. Subject to certain limited exceptions, capital losses cannot be
applied to offset ordinary income for United States federal income tax purposes.

PROPOSED TAX LAW CHANGES

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that if the Proposed Legislation were enacted, such legislation would not apply
to the Junior Subordinated Debentures since they would be issued prior to the
date of first Congressional committee action. However, there can be no assurance
that the Proposed Legislation or future legislative proposals or final
legislation will not adversely affect the ability of the Company to deduct the
interest on the Junior Subordinated Debentures or otherwise affect the tax
treatment of the transactions described herein. If enacted, such a change could
give rise to a Tax Event, which would permit the Company to cause the redemption
of the Capital Securities upon receiving an opinion of counsel, as described
more fully under "Description of Capital Securities--Redemption--Special Event
Redemption or Distribution of Junior Subordinated Debentures."

NON-UNITED STATES HOLDERS

As used herein, the term "Non-United States Holder" means any person that is
not a United States Holder. As discussed above, the Capital Securities will be
treated as evidence of an indirect beneficial ownership interest in the Junior
Subordinated Debentures. See "--Classification of the Trust." Thus, under
present United States federal income tax law, and subject to the discussion
below concerning backup withholding:

(a) no withholding of United States federal income tax will be required
with respect to the payment by the Company or any paying agent of principal
or interest (which for purposes of this discussion includes any OID) on the
Junior Subordinated Debentures to a Non-United States Holder, provided (i)
that the beneficial owner of the Capital Securities ("Beneficial Owner")
does not actually or constructively own 10% or more of the total combined
voting power of all classes of stock of the Company entitled to vote within
the meaning of section 871(h)(3) of the Code and the regulations thereunder,
(ii) the Beneficial Owner is not a controlled foreign corporation that is
related to the Company through stock ownership, (iii) the Beneficial Owner
is not a bank whose receipt of interest on the Junior Subordinated
Debentures is described in section 881(c)(3)(A) of the Code and (iv) the
Beneficial Owner satisfies the statement requirement (described generally
below) set forth in section 871(h) and section 881(c) of the Code and the
regulations thereunder; and

(b) no withholding of United States federal income tax will be required
with respect to any gain realized by a Non-United States Holder upon the
sale or other disposition of the Capital Securities.

To satisfy the requirement referred to in (a)(iv) above, the Beneficial
Owner, or a financial institution holding the Capital Securities on behalf of
such owner, must provide, in accordance with specified procedures, to the Trust
or its paying agent, a statement to the effect that the Beneficial Owner is not
a United States Holder. Pursuant to current temporary Treasury regulations,
these requirements will be met if (1) the Beneficial Owner provides his name and
address, and certifies, under penalties of perjury, that it is not a United
States person (which certification may be made on an IRS Form W-8 (or successor
form)) or (2) a financial institution holding the Capital Securities on behalf
of the Beneficial Owner certifies, under penalties of perjury, that such
statement has been received by it and furnishes a paying agent with a copy
thereof.

If a Non-United States Holder cannot satisfy the requirements of the
"portfolio interest" exception described in (a) above, payments of premium, if
any, and interest (including any OID) made to such Non-United States Holder will
be subject to a 30% withholding tax unless the Beneficial Owner provides the
Company or its paying agent, as the case may be, with a properly executed (1)
IRS Form 1001 (or successor form) claiming an exemption from, or a reduction of,
such withholding tax under the benefit of a tax treaty or (2) IRS Form 4224 (or
successor form) stating that interest paid on the Junior Subordinated Debentures
is not subject to withholding tax because it is effectively connected with the
Beneficial Owner's conduct of a trade or business in the United States.

As discussed above, legislation was introduced in the 105th Congress that
could adversely affect the characterization of interest payable on the Junior
Subordinated Debentures, and would adversely affect

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Non-United States Holders by characterizing income derived from the Junior
Subordinated Debentures as dividends which would generally be subject to a 30%
withholding tax when paid to a Non-United States Holder. See "--Proposed Tax Law
Changes."

If a Non-United States Holder is engaged in a trade or business in the
United States and interest on the Junior Subordinated Debentures is effectively
connected with the conduct of such trade or business, the Non-United States
Holder, although exempt from the withholding tax discussed above, will be
subject to United States federal income tax on such interest on a net income
basis in the same manner as if it were a United States Holder. In addition, if
such Non-United States Holder is a foreign corporation, it may be subject to a
branch profits tax equal to 30% of its effectively connected earnings and
profits for the taxable year, subject to adjustments. For this purpose, such
interest would be included in such foreign corporation's earnings and profits.

Any gain realized upon the sale or other disposition of the Capital
Securities generally will not be subject to United States federal income tax
unless (i) such gain is effectively connected with a trade or business in the
United States of the Non-United States Holder, (ii) in the case of a Non-United
States Holder who is an individual, such individual is present in the United
States for 183 days or more in the taxable year of such sale, exchange or
retirement, and certain other conditions are met, and (iii) in the case of any
gain representing accrued interest on the Junior Subordinated Debentures, the
requirements described above are not satisfied.

INFORMATION REPORTING AND BACKUP WITHHOLDING

Income on the Capital Securities held of record by United States Holders
(other than corporations and other exempt holders) will be reported annually to
such holders and to the IRS. The Regular Trustees currently intend to deliver
such reports to holders of record prior to January 31 following each calendar
year. It is anticipated that persons who hold Capital Securities as nominees for
beneficial holders will report the required tax information to beneficial
holders on Form 1099.

"Backup withholding" at a rate of 31% will apply to payments of interest to
non-exempt United States Holders unless the holder furnishes its taxpayer
identification number in the manner prescribed in applicable Treasury
regulations, certifies that such number is correct, certifies as to no loss of
exemption from backup withholding and meets certain other conditions.

No information reporting or backup withholding will be required with respect
to payments made by the Trust or any paying agent to Non-United States Holders
if a statement described in (a)(iv) under "Non-United States Holders" has been
received and the payor does not have actual knowledge that the beneficial owner
is a United States person.

In addition, backup withholding and information reporting will not apply if
payments of the principal, interest, OID or premium on the Junior Subordinated
Debentures are paid or collected by a foreign office of a custodian, nominee or
other foreign agent on behalf of the Beneficial Owner, or if a foreign office of
a broker (as defined in applicable Treasury regulations) pays the proceeds of
the sale of the Capital Securities to the owner thereof. If, however, such
nominee, custodian, agent or broker is, for United States federal income tax
purposes, a United States person, a controlled foreign corporation or a foreign
person that derives 50% or more of its gross income for certain periods from the
conduct of a trade or business in the United States, such payments will not be
subject to backup withholding but will be subject to information reporting,
unless (1) such custodian, nominee, agent or broker has documentary evidence in
its records that the Beneficial Owner is not a United States person and certain
other conditions are met or (2) the Beneficial Owner otherwise establishes an
exemption.

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<PAGE>
Payment of the proceeds from disposition of Capital Securities to or through
a United States office of a broker is subject to information reporting and
backup withholding unless the holder or beneficial owner establishes an
exemption from information reporting and backup withholding.

Any amounts withheld from a holder of the Capital Securities under the
backup withholding rules will be allowed as a refund or a credit against such
holder's United States federal income tax liability, provided the required
information is furnished to the IRS.

BOOK-ENTRY ISSUANCE

The New Capital Securities initially will be represented by one or more
Capital Securities in registered, global form (collectively, the "Global Capital
Securities"). The Global Capital Securities will be deposited upon issuance with
the Property Trustee as custodian for The Depository Trust Company ("DTC"), in
New York, New York, and registered in the name of DTC or its nominee, in each
case for credit to an account of a direct or indirect participant in DTC as
described below.

Except as set forth below, the Global Capital Securities may be transferred,
in whole and not in part, only to another nominee of DTC or to a successor of
DTC or its nominee. Beneficial interests in the Global Capital Securities may
not be exchanged for Capital Securities in certificated form except in the
limited circumstances described below. See "--Exchange of Book-Entry Capital
Securities for Certificated Capital Securities."

Transfer of beneficial interests in the Global Capital Securities will be
subject to the applicable rules and procedures of DTC and its direct or indirect
participants (including, if applicable, those of the Euroclear System
("Euroclear") and CEDEL, S.A. ("CEDEL")), which may change from time to time.

DEPOSITARY PROCEDURES

DTC has advised the Trust and the Company that DTC is a limited-purpose
trust company created to hold securities for its participating organizations
(collectively, the "Participants") and to facilitate the clearance and
settlement of transactions in those securities between Participants through
electronic book-entry changes in accounts of its Participants. The Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. Access to DTC's system is also
available to other entities such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Participant,
either directly or indirectly (collectively, the "Indirect Participants").
Persons who are not Participants may beneficially own securities held by or on
behalf of DTC only through the Participants or the Indirect Participants. The
ownership interest and transfer of ownership interest of each actual purchaser
of each security held by or on behalf of DTC are recorded on the records of the
Participants and Indirect Participants.

DTC has also advised the Trust and the Company that, pursuant to procedures
established by it, (i) upon deposit of the Global Capital Securities, DTC will
credit the accounts of Participants designated by the Initial Purchasers with
portions of the principal amount of the Global Capital Securities and (ii)
ownership of such interests in the Global Capital Securities will be shown on,
and the transfer of ownership thereof will be effected only through, records
maintained by DTC (with respect to the Participants) or by the Participants and
the Indirect Participants (with respect to other owners of beneficial interests
in the Global Capital Securities).

Investors in the Global Capital Securities may hold their interests therein
directly through DTC if they are participants in such system, or indirectly
through organizations (including Euroclear and CEDEL) which are participants in
such system. All interest in a Global Capital Security, including any held
through Euroclear or CEDEL, may be subject to the procedures and requirements of
DTC. Those interests held through Euroclear or CEDEL may also be subject to the
procedures and requirements of such system. The laws of some states require that
certain persons take physical delivery in certificated form of securities that
they own. Consequently, the ability to transfer beneficial interests in a Global
Capital Security to such

60
<PAGE>
persons will be limited to that extent. Because DTC can act only on behalf of
Participants, which in turn act on behalf of Indirect Participants and certain
banks, the ability of a person having beneficial interests in a Global Capital
Security to pledge such interests to persons or entities that do not participate
in the DTC system, or otherwise take actions in respect of such interests, may
be affected by the lack of a physical certificate evidencing such interests. For
certain other restrictions on the transferability of the Capital Securities, see
"--Exchange of Book-Entry Capital Securities for Certificated Capital
Securities" below.

Except as described below, owners of interests in the Global Capital
Securities will not have Capital Securities registered in their name, will not
received physical delivery of Capital Securities in certificated form and will
not be considered the registered owners or holders thereof for any purpose.

Payments in respect of the Global Capital Security registered in the name
DTC or its nominee will be payable by the Property Trustee to DTC in its
capacity as the registered holder. The Property Trustee will treat the persons
in whose names the Capital Securities, including the Global Capital Securities,
are registered as the owners thereof for the purpose of receiving such payments
and for any and all other purposes whatsoever. Consequently, neither the
Property Trustee nor any agent thereof has or will have any responsibility or
liability for (i) any aspect of DTC's records or any Participant's or Indirect
Participant's records relating to or payments made on account of beneficial
ownership interests in the Global Capital Securities, or for maintaining,
supervising or reviewing any of DTC's records or any Participant's or Indirect
Participant's records relating to the beneficial ownership interests in the
Global Capital Securities or (ii) any other matter relating to the actions and
practices of DTC or any of its Participants or Indirect Participants. DTC has
advised the Trust and the Company that its current practice, upon receipt of any
payment in respect of securities such as the Capital Securities, is to credit
the accounts of the relevant Participants with the payment on the payment date
unless DTC has reason to believe it will not receive payment on such payment
date. Payments by the Participants and the Indirect Participants to the
beneficial owners of Capital Securities will be governed by standing
instructions and customary practices and will be the responsibility of the
Participants or the Indirect Participants and will not be the responsibility of
DTC, the Property Trustee or the Trust. Neither the Trust nor the Property
Trustee will be liable for any delay by DTC or any of its Participants in
identifying the beneficial owners of the Capital Securities, and the Trust and
the Property Trustee may conclusively rely on and will be protected in relying
on instructions from DTC or its nominee for all purposes.

Except for trades involving only Euroclear or CEDEL participants, interests
in the Global Capital Securities will trade in DTC's Same-Day Funds Settlement
System and secondary market trading activity in such interests will therefore
settle in immediately available funds, subject in all cases to the rules and
procedures of DTC and its participants.

Transfers between Participants in DTC will be effected in accordance with
DTC's procedures, and will be settled in same-day funds. Transfers between
participants in Euroclear or CEDEL will be effected in the ordinary way in
accordance with their respective rules and operating procedures.

Subject to compliance with the transfer restrictions applicable to the
Capital Securities described herein, cross-market transfers between the
Participants in DTC, on the one hand, and Euroclear or CEDEL participants, on
the other hand, will be effect through DTC in accordance with DTC's rules on
behalf of Euroclear or CEDEL, as the case may be, by its respective depositary;
however, such cross-market transactions will require delivery of instructions to
Euroclear or CEDEL, as the case may be, by the counterparty in such system in
accordance with the rules and procedures and within the established deadlines
(Brussels time) of such system. Euroclear or CEDEL, as the case may be, will, if
the transaction meets its settlement requirements, deliver instructions to its
respective depositary to take action to effect final settlement on its behalf by
delivering or receiving interests in the relevant Global Capital Securities in
DTC, and making or receiving payment in accordance with normal procedures for
same-day funds settlement applicable to DTC. Euroclear participants and CEDEL
participants may not deliver instructions directly to the depositaries for
Euroclear or CEDEL.

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<PAGE>
Because of time zone differences, the securities account of a Euroclear or
CEDEL participant purchasing an interest in a Global Capital Security from a
Participant in DTC will be credited, and any such crediting will be reported to
the relevant Euroclear of CEDEL participant, during the securities settlement
processing day (which must be a business day for Euroclear and CEDEL)
immediately following the settlement date of DTC. Cash received in Euroclear or
CEDEL as a result of sales of interest in a Global Capital Security by or
through a Euroclear or CEDEL participant to a Participant in DTC will be
received with value on the settlement date of DTC but will be available in the
relevant Euroclear or CEDEL cash account only as of the business day for
Euroclear or CEDEL following DTC's settlement date.

DTC has advised the Trust and the Company that it will take any action
permitted to be taken by a holder of Capital Securities only at the direction of
one or more Participants to whose account with DTC interests in the Global
Capital Securities are credited. However, if there is an Event of Default, DTC
reserves the right to exchange the Global Capital Securities for legended
Capital Securities in certificated form and to distribute such Capital
Securities to its Participants.

The information in this section concerning DTC, Euroclear and CEDEL and
their book-entry systems has been obtained from sources that the Trust and the
Company believe to be reliable, but neither the Trust nor the Company takes
responsibility for the accuracy thereof.

Although DTC, Euroclear and CEDEL have agreed to the foregoing procedures to
facilitate transfers of interest in the Global Capital Securities among
participants in DTC, Euroclear and CEDEL, they are under no obligation to
perform or to continue to perform such procedures, and such procedures may be
discontinued at any time. Neither the Trust nor the Property Trustee will have
any responsibility for the performance by DTC, Euroclear or CEDEL or their
respective participants or indirect participants of their respective obligations
under the rules and procedures governing their operations.

EXCHANGE OF BOOK-ENTRY CAPITAL SECURITIES FOR CERTIFICATED CAPITAL SECURITIES

A Global Capital Security is exchangeable for Capital Securities in
registered certificated form if (i) DTC (x) notifies the Trust that it is
unwilling or unable to continue as Depositary for the Global Capital Security
and the Trust thereupon fails to appoint a successor Depositary or (y) has
ceased to be a clearing agency registered under the Exchange Act, (ii) the
Company in its sole discretion elects to cause the issuance of the Capital
Securities in certificated form or (iii) there shall have occurred and be
continuing an Event of Default or any event which after notice or lapse of time
or both would be an Event of Default under the Declaration. In addition,
beneficial interests in a Global Capital Security may be exchanged for
certificated Capital Securities upon request but only upon at least 20 days
prior written notice given to the Property Trustee by or on behalf of DTC in
accordance with customary procedures. In all cases, certificated Capital
Securities delivered in exchange for any Global Capital Security or beneficial
interests therein will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the Depositary (in accordance with
its customary procedures).

ERISA CONSIDERATIONS

Generally, employee benefit plans that are subject to the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or section 4975 of
the Code ("Plans"), may purchase Capital Securities, subject to the investing
fiduciary's determination that the investment in Capital Securities satisfies
ERISA's fiduciary standards and other requirements applicable to investments by
the Plan.

The Department of Labor ("DOL") has issued a regulation (29 C.F.R. Section
2510.3-101) (the "DOL Regulation") concerning the definition of what constitutes
the assets of a Plan. The DOL Regulation provides that as a general rule, the
underlying assets and properties of corporations, partnerships, trusts and
certain other entities in which a plan makes an "equity" investment will be
deemed for purposes of ERISA to be assets of the investing plan unless certain
exceptions apply.

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<PAGE>
There can be no assurance that any of the exceptions set forth in the DOL
regulation will apply to the purchase of Capital Securities offered hereby and,
as a result, an investing Plan's assets could be considered to include an
undivided interest in the Junior Subordinated Debentures held by the Trust. In
the event that assets of the Trust are considered assets of an investing Plan,
the Company, the Trustees and other persons, in providing services with respect
to the Junior Subordinated Debentures, may be considered fiduciaries to such
Plan and subject to the fiduciary responsibility provisions of Title I of ERISA
(including the prohibited transaction provisions thereof). In addition, the
prohibited transaction provisions of Section 4975 of the Code could apply with
respect to transactions engaged in by any "disqualified person," as defined
below, involving such assets unless a statutory or administrative exemption
applies.

Even if they are not fiduciaries, the Company and/or any of its affiliates
may be considered a "party in interest" (within the meaning of ERISA) or a
"disqualified person" (within the meaning of Section 4975 of the Code) with
respect to certain Plans. The acquisition and ownership of Capital Securities by
a Plan (or by an individual retirement arrangement or other plan described in
Section 4975(e)(1) of the Code) may constitute or result in a prohibited
transaction under ERISA or Section 4975 of the Code, unless such Capital
Securities are acquired pursuant to and in accordance with an applicable
exemption. As a result, Plans with respect to which the Company or any of its
affiliates is a party in interest or a disqualified person should not acquire
Capital Securities unless such Capital Securities are acquired pursuant to and
in accordance with an applicable prohibited transaction exemption.

Notwithstanding the foregoing, it is possible that the New Capital
Securities may qualify as "publicly offered securities" under the DOL Regulation
if, in addition to the exchange pursuant to any effective registration
statement, they are also "widely held" and "freely transferable" at the time of
the Exchange Offer. Under the DOL Regulation, a class of securities is "widely
held" only if it is a class of securities owned by 100 or more investors
independent of the issuer and each other. Although it is possible that at the
time of the Exchange Offer the New Capital Securities will be "widely held", no
assurances can be given that that will be true. If the New Capital Securities
are "publicly offered securities" at the time of the Exchange Offer, the assets
of the Trust would not be assets of the Investing Plans as of such time. If the
New Capital Securities did not qualify as "publicly offered securities", the
foregoing discussion about plan assets in the preceding paragraphs would also be
available to the New Capital Securities.

Any Plans or other entities whose assets include Plan assets subject to
ERISA or Section 4975 of the Code proposing to acquire Capital Securities or New
Capital Securities should consult with their own counsel.

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Capital Securities for its own account
in connection with the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Capital Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by Participating Broker-Dealers during the period referred to below in
connection with resales of New Capital Securities received in exchange for Old
Capital Securities if such Old Capital Securities were acquired by such
Participating Broker-Dealers for their own accounts as a result of market making
activities or other trading activities. The Company has agreed that this
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Participating Broker-Dealer in connection with resales of such New Capital
Securities for a period ending 180 days after the Commission declares the
Registration Statement effective (subject to extension under certain limited
circumstances described herein). See "The Exchange Offer--Resales of New Capital
Securities." Neither the Company nor the Trust will receive any cash proceeds
from the issuance of the New Capital Securities offered hereby. New Capital
Securities received by broker-dealers for their own accounts in connection with
the Exchange Offer may be sold from time to time in one or more transactions in
the over-the-counter market, in negotiated transactions, through the writing of
options on the New Capital Securities or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing

63
<PAGE>
market prices or at negotiated prices. Any such resale may be made directly to
purchasers or through brokers or dealers who may receive compensation in the
form of commissions or concessions from any such broker-dealer and/or the
purchasers of any such New Capital Securities. Any broker-dealer that resells
new Capital Securities that were received by it for its own account in
connection with the Exchange Offer and any broker or dealer that participates in
a distribution of such New Capital Securities may be deemed to be an
"underwriter" within the meaning of the Securities Act, and any profit on any
such resale of New Capital Securities and any commissions or concessions
received by any such persons may be deemed to be underwriting compensation under
the Securities Act. The Letter of Transmittal states that by acknowledging that
it will deliver and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act.

LEGAL MATTERS

Certain matters of Delaware law relating to the validity of the New Capital
Securities will be passed upon for the Trust by Richards, Layton & Finger, P.A.,
special Delaware counsel to the Company and the Trust. The validity of the New
Junior Subordinated Debentures and the New Guarantee will be passed upon for the
Company and the Trust by Mahoney, Adams & Criser, P.A. Mahoney, Adams & Criser,
P.A. will rely on the opinion of Richards, Layton & Finger, P.A. as to matters
of Delaware law. Marshall M. Criser, a member of the firm of Mahoney, Adams &
Criser, is a director of the Company.

EXPERTS

The financial statements incorporated in this Prospectus and elsewhere in
the Registration Statement by reference to the Annual Report on Form 10-K for
the year ended December 31, 1996, have been audited by Arthur Andersen LLP,
independent certified public accountants, as indicated in their reports with
respect thereto, and are included herein in reliance upon the authority of said
firm as experts in giving said reports.

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<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Amended and Restated Articles of Incorporation, as amended, and the
Bylaws of Barnett require the indemnification of directors and officers to the
fullest extent permitted by law.

Subsection (1) of Section 607.0850 of the Florida Business Corporation Act
empowers a corporation to indemnify any person who was or is a party to any
proceeding (other than an action by, or in the right of, the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against liability incurred in connection
with such proceeding (including any appeal thereof) if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

Subsection (2) of Section 607.0850 empowers a corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth in the preceding paragraph,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the board of directors, the estimated expenses of litigating the proceeding
to conclusion, actually and reasonably incurred in connection with the defense
or settlement of such proceeding, including appeals, provided that the person
acted under the standards set forth in the preceding paragraph. However, no
indemnification should be made for any claim, issue or matter as to which such
person is adjudged to be liable unless, and only to the extent that, the court
in which such proceeding was brought, or any other court of competent
jurisdiction, shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the court
deems proper.

Subsection (3) provides that to the extent a director or officer of a
corporation has been successful on the merits or otherwise in defense of any
proceeding referred to in subsection (1) or (2) of Section 607.0850 or in the
defense of any claim, issue or matter therein, he shall be indemnified against
expenses actually and reasonably incurred by him in connection therewith.

Subsection (4) provides that any indemnification under subsection (1) or (2)
of Section 607.0850, unless determined by a court, shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standard of conduct set forth in subsection
(1) or (2) of Section 607.0850. Such determination shall be made:

(a) by the board of directors by a majority vote of a quorum consisting
of directors who were not parties to such proceeding;

(b) if such a quorum is not obtainable, or, even if obtainable, by
majority vote of a committee duly designated by the board of directors (in
which directors who are parties may participate) consisting solely of two or
more directors not at the time parties to the proceeding;

(1) selected by the board of directors as prescribed in paragraph (a)
or the committee selected as prescribed in paragraph (b); or

II-1
<PAGE>
(2) if no quorum of directors can be obtained under paragraph (a) or
no committee can be designated under paragraph (b), by a majority vote of
the full board of directors (in which directors who are parties may
participate); or

(d) by the shareholders by a majority vote of a quorum of shareholders
who were not parties to such proceedings or, if no quorum is obtainable, by
a majority vote of shareholders who were not parties to such proceeding.

Under subsection (6), expenses incurred by a director or officer in
defending a civil or criminal proceeding may be paid by the corporation in
advance of the final disposition thereof upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it is ultimately
determined that such director or officer is not entitled to indemnification
under Section 607.0850.

Subsection (7) states that indemnification and advancement of expenses
provided under Section 607.0850 are not exclusive and empowers the corporation
to make any other or further indemnification or advancement of expenses under
any bylaw, agreement, vote of shareholders or disinterested directors or
otherwise, for actions in an official capacity and in other capacities while
holding an office. However, a corporation cannot indemnify or advance expenses
if a judgment or other final adjudication establishes that the actions or
omissions to act of the director or officer were material to the adjudicated
cause of action and the director or officer (a) violated criminal law, unless
the director or officer had reasonable cause to believe his conduct was lawful
or had no reasonable cause to believe his conduct was unlawful, (b) derived an
improper personal benefit from a transaction, (c) was or is a director in a
circumstance where the liability under Section 607.0834 (relating to unlawful
distributions) applies, or (d) engaged in willful misconduct or conscious
disregard for the best interests of the corporation in a proceeding by or in
right of the corporation to procure a judgment in its favor or in a proceeding
by or in right of a shareholder.

Subsection (9) permits any director or officer who is or was a party to a
proceeding to apply for indemnification or advancement of expenses, or both, to
any court of competent jurisdiction and lists the determinations the court
should make before ordering indemnification or advancement of expenses.

Subsection (12) permits a corporation to purchase and maintain insurance for
a director or officer against any liability incurred in his official capacity or
arising out of his status as such regardless of the corporation's power to
indemnify him against such liability under Section 607.0850.

As allowed by Section 607.0850(12), Barnett Banks, Inc. maintains liability
insurance covering directors and officers.

In addition, under the Declaration, Barnett Banks, Inc. agreed to indemnify
the Property Trustee and the Delaware Trustee for, and to hold each of them
harmless against, any loss, liability or expense incurred without negligence or
bad faith on the part of the Property Trustee or the Delaware Trustee, as the
case may be, arising out of or in connection with the acceptance or
administration of the trust or trusts hereunder, including the costs and
expenses of defending either of them against any claim or liability in
connection with the exercise or performance of any of their respective powers or
duties thereunder.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The exhibits listed on the Exhibit Index on page II-8 of this Registration
Statement have been previously filed, are filed herewith, will be filed by
amendment, or are incorporated herein by reference to other filings.

ITEM 22. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or

II-2
<PAGE>
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida,
on the 25th day of March, 1997.

BARNETT BANKS, INC.

By: *
--------------------------------
Charles E. Rice,
CHAIRMAN
AND CHIEF EXECUTIVE OFFICER

By: /s/ GREGORY M. DELANEY
--------------------------------
Gregory M. Delaney
ATTORNEY-IN-FACT

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------

*
- ------------------------------ Director March 25, 1997
Walter H. Alford

*
- ------------------------------ Director March 25, 1997
Rita Bornstein

- ------------------------------ Director March 25, 1997
James L. Broadhead

*
- ------------------------------ Director March 25, 1997
Alvin R. Carpenter

*
- ------------------------------ Director March 25, 1997
Marshall M. Criser

*
- ------------------------------ Director March 25, 1997
Jack B. Critchfield

*
- ------------------------------ Director March 25, 1997
Remedios Diaz Oliver

*
- ------------------------------ President, Chief Operating March 25, 1997
Allen L. Lastinger, Jr. Officer and Director
</TABLE>

II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------

<C> <S> <C>
/s/ GREGORY M. DELANEY
- ------------------------------ Controller (Principal March 25, 1997
Gregory M. Delaney Accounting Officer)

- ------------------------------ Director March 25, 1997
Thompson L. Rankin

*
- ------------------------------ Director March 25, 1997
Clarence V. McKee

* Chief Financial Officer
- ------------------------------ (Principal Financial March 25, 1997
Charles W. Newman Officer)

Chairman, Chief Executive
* Officer and Director
- ------------------------------ (Principal Executive March 25, 1997
Charles E. Rice Officer)

*
- ------------------------------ Director March 25, 1997
Frederick H. Schultz

*
- ------------------------------ Director March 25, 1997
Stewart Turley

*
- ------------------------------ Director March 25, 1997
John A. Williams

/s/ GREGORY M. DELANEY
- ------------------------------
Gregory M. Delaney
ATTORNEY-IN-FACT
</TABLE>

II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Jacksonville, Florida,
on the 25th day of March, 1997.

BARNETT CAPITAL I

BY: *
--------------------------------
Paris P. Thermenos,
Regular Trustee

By: *
--------------------------------
Charles W. Newman,
Regular Trustee

By: *
--------------------------------
Patrick J. McCann,
Regular Trustee

By: /s/ GREGORY M. DELANEY
--------------------------------
Gregory M. Delaney,
Attorney-in-Fact

II-6
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT EXHIBIT PAGINATION/
NUMBER DESIGNATION NUMBERING
- ---------- ----------------------------------------------- -----------------------------------------------
<C> <S> <C>

(3)(a) Amended and Restated Articles of Incorporation (incorporated by reference to Barnett's
of Barnett Banks, Inc. Registration Statement on Form S-3, No.
33-59246).

(3)(b) Bylaws of Barnett Banks, Inc. (incorporated by reference to Exhibit (3)(b) to
Barnett's Annual Report on Form 10-K for the
year ended December 31, 1994).

(4)(a) Rights Agreement. (incorporated by reference to Exhibit (4)(c) to
Barnett's Registration Statement on Form S-3,
No. 33-36307).

(4)(b) Registration Rights Agreement dated as of (incorporated by reference to Exhibit 4(g) to
November 27, 1996 among Barnett Banks, Inc., Barnett's Annual Report on
Barnett Capital I and Morgan Stanley & Co., Form 10-K for the year ended December 31,
Incorporated, Merrill Lynch, Pierce, Fenner & 1996)
Smith Incorporated, and Salomon Brothers Inc,
for the benefit of holders of Capital
Securities of Barnett Capital I.

(4)(c) Guarantee Agreement dated as of November 27, (incorporated by reference to Exhibit 4(h) to
1996 between Barnett Banks, Inc. and The Barnett's Annual Report on
First National Bank of Chicago, as trustee, Form 10-K for the year ended December 31,
for the benefit of holders of securities of 1996)
Barnett Capital I.

(4)(d) Amended and Restated Declaration of Trust of (incorporated by reference to Exhibit 4(j) to
Barnett Capital I dated as of November 27, Barnett's Annual Report on
1996 by and among Barnett Banks, Inc., The Form 10-K for the year ended December 31,
First National Bank of Chicago, as Property 1996)
Trustee, First Chicago Delaware, Inc., as the
Delaware Trustee, and the initial Regular
Trustees named therein (including form of
Capital Securities).

(4)(e) Indenture dated November 27, 1996, between (incorporated by reference to Exhibit 4(i) to
Barnett Banks, Inc. and The First national Barnett's Annual Report on
Bank of Chicago, as trustee, relating to the Form 10-K for the year ended December 31,
issuance of Barnett's $300,000,000 8.06% 1996)
Junior Subordinated Debentures Due 2026
(including form of Junior Subordinated
Debenture).

(5)(a) Form of Opinion of Mahoney Adams & Criser, P.A.
as to the validity of the Junior Subordinated
Debentures and Guarantee.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT EXHIBIT PAGINATION/
NUMBER DESIGNATION NUMBERING
- ---------- ----------------------------------------------- -----------------------------------------------
<C> <S> <C>
(5)(b) Form of Opinion of Richards, Layton and Finger,
P.A., special Delaware counsel, as to the
validity of the Capital Securities.

(12) Computation of Ratio of Earnings to Fixed (incorporated by reference to Exhibit 12 to
Charges. Barnett's Annual Report on Form 10-K for the
year ended December 31, 1996)

(23)(a) Consent of Arthur Andersen LLP (relating to
financial statements of Barnett Banks, Inc.)

(23)(b) Consent of Mahoney Adams & Criser, P.A.,
counsel to Barnett Banks, Inc. (included in
Exhibit (5)(a)).

(23)(c) Consent of Richards, Layton & Finger, P.A.,
special Delaware counsel (included in Exhibit
(5)(b)).

(24)(a) Powers of Attorney of the Corporation. (incorporated by reference to Exhibit 24(a) to
Barnett's Registration Statement on Form S-4
relating to Barnett Capital and filed on
March 25, 1997, Registration Statement No.
)

(24)(b) Resolution of Board of Directors authorizing (incorporated by reference to Exhibit 24(b) to
Powers of Attorney. Barnett's Registration Statement on Form S-4
relating to Barnett Capital I and filed on
March 25, 1997, Registration Statement No.
)

(24)(c) Powers of Attorney of the Trust.

(25)(a) Form T-1 Statement of Eligibility of Trustee
with respect to Junior Subordinated Debenture
Indenture.

(25)(b) Form T-1 Statement of Eligibility of Trustee
with respect to Capital Securities Amended
and Restated Declaration of Trust.

(25)(c) Form T-1 Statement of Eligibility of Trustee
with respect to Guarantee Agreement.

*(99)(a) Form of Letter of Transmittal.

*(99)(b) Form of Notice of Guaranteed Delivery.
</TABLE>

- ------------------------

* To be filed by amendment

<PAGE>

Exhibit 5(a)

<PAGE>

March __, 1997

Barnett Banks, Inc.
50 North Laura Street
Jacksonville, Florida 32202

Barnett Capital I
50 North Laura Street
Jacksonville, Florida 32202

Ladies and Gentlemen:

We refer to the registration statement (the "Registration Statement") of
Barnett Banks, Inc. ("Barnett") and Barnett Capital I (the "Trust") on Form
S-4 filed with the Securities and Exchange Commission on March __, 1997,
covering the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of up to (a) $300,000,000 aggregate liquidation amount of
8.06% Capital Securities of the Trust ("Capital Securities"), (b)
$309,279,000 aggregate principal amount of 8.06% Junior Subordinated
Debentures due 2026 of Barnett ("Junior Subordinated Debentures") and (c) the
guarantee of Barnett with respect to payment on liquidation or redemption of
the Capital Securities (the "Guarantee"), to be issued in exchange for a like
liquidation amount of existing Capital Securities, a like aggregate principal
amount of existing Junior Subordinated Debentures and an existing like
Guarantee, respectively, which have not been registered under the Securities
Act.

In connection with the issuance of such securities, we have examined the
Purchase Agreement dated as of November 20, 1996, among Barnett, the Trust,
Morgan Stanley & Co. Incorporated, Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Salomon Brothers Inc., the Amended
and Restated Declaration of Trust of Barnett Capital I dated as of November
27, 1996, among Barnett and the trustees named therein, including The First
National Bank of Chicago, as Property Trustee ("FNB"), the Indenture dated as
of November 27, 1996, between Barnett and FNB, as trustee, relating to the
Junior Subordinated Debentures (the "Indenture") and the Guarantee Agreement
dated as of November 27, 1996 between Barnett and FNB, as trustee. In addition,
we have examined such other statements, reports and certificates of Barnett

<PAGE>

Barnett Banks, Inc.
Barnett Capital I
March __, 1997
Page 2

and the Trust, certificates of public officials and other documents and
instruments pertaining to Barnett, and have considered such questions of law,
as we have deemed necessary and appropriate to render the opinions
hereinafter expressed.

We are admitted to the practice of law in the State of Florida and,
except as set forth below, nothing contained herein shall be construed to be
an opinion as to the effect of the laws of any jurisdiction other than the
State of Florida and the United States of America as in effect on the date
hereof.

Based on the foregoing, it is our opinion that:

(a) The Junior Subordinated Debentures have been duly authorized,
executed and delivered by Barnett, and, when duly authenticated by FNB, as
trustee, will constitute valid and legally binding obligations of Barnett
enforceable against Barnett in accordance with their terms, subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing.

(b) The Guarantee has been duly authorized, executed and delivered by
Barnett and assuming due authorization, execution and delivery by FNB, as
trustee, will constitute a valid and legally binding obligation of Barnett,
enforceable against Barnett in accordance with its terms subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, general equitable principles (whether considered in a proceeding
in equity or at law) and an implied covenant of good faith and fair dealing.

We hereby consent to the use of our name in the Registration Statement as
counsel for Barnett and the Trust who will pass upon the legality of Junior
Subordinated Debentures and the Guarantee and to the use of this opinion as
an exhibit to the Registration Statement.

In giving this consent, we do not thereby admit that we came within the
category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules or regulations of the
Securities and Exchange Commission promulgated thereunder.

<PAGE>

Barnett Banks, Inc.
Barnett Capital I
March __, 1997
Page 3

Very truly yours,

MAHONEY ADAMS & CRISER, P.A.

<PAGE>

[Letterhead of Richards, Layton & Finger]

March __, 1997

Barnett Capital I
c/o Barnett Banks, Inc.
50 North Laura Street
Jacksonville, Florida 32202

Re: Barnett Capital I
-----------------

Ladies and Gentlemen:

We have acted as special Delaware counsel for Barnett Banks, Inc., a
Florida corporation (the "Company"), and Barnett Capital I, a Delaware business
trust (the "Trust"), in connection with the matters set forth herein. At your
request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

(a) The Certificate of Trust of the Trust, dated as of November 20,
1996 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on November 20, 1996;

(b) The Trust Agreement of the Trust, dated as of November 20, 1996,
by and among the Company and the trustees of the Trust named therein;

<PAGE>

Barnett Capital I
March __, 1997
Page 2

(c) The Amended and Restated Declaration of Trust of the Trust, dated
as of November 27, 1996 (including Exhibits A and B thereto) (the
"Declaration"), among the Company as sponsor, the trustees of the Trust named
therein and the holders, from time to time, of undivided beneficial interests in
the assets of the Trust;

(d) The Registration Statement on Form S-4 (the "Registration
Statement"), including a preliminary prospectus (the "Prospectus"), relating to
the 8.06% Capital Securities of the Trust representing undivided beneficial
interest in the assets of the Trust (each, a "Capital Security" and
collectively, the "Capital Securities"), as proposed to be filed by the Company
and the Trust with the Securities and Exchange Commission on or about March __,
1997; and

(e) A Certificate of Good Standing for the Trust, dated March __,
1997, obtained from the Secretary of State.

Initially capitalized terms used herein and not otherwise defined are
used as defined in the Declaration.

For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular,
we have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Declaration
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the creation, operation and
termination of the Trust, and that the Declaration and the Certificate are in
full force and effect and have not been amended, (ii) except to the extent
provided in paragraph 1 below, the due creation or due organization or due
formation, as the case may be, and valid existence

<PAGE>

Barnett Capital I
March __, 1997
Page 3

in good standing of each party to the documents examined by us under the laws of
the jurisdiction governing its creation, organization or formation, (iii) the
legal capacity of natural persons who are parties to the documents examined by
us, (iv) that each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to whom
a Capital Security is to be issued by the Trust (collectively, the "Capital
Security Holders") of a Capital Security Certificate for such Capital Security
and the payment for the Capital Security acquired by it, in accordance with the
Declaration and the Registration Statement, and (vii) that the Capital
Securities are issued and sold to the Capital Security Holders in accordance
with the Declaration and the Registration Statement. We have not participated
in the preparation of the Registration Statement and assume no responsibility
for its contents.

This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Business Trust Act.

2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

3. The Capital Security Holders, as beneficial owners of the Trust,
will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Declaration.

We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition,
we hereby consent to the use of our name under the heading "Legal Matters" in
the Prospectus. In

<PAGE>

Barnett Capital I
March __, 1997
Page 4

giving the foregoing consents, we do not thereby admit that we come within the
category of Persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission thereunder. Except as stated above, without our prior
written consent, this opinion may not be furnished or quoted to, or relied upon
by, any other Person for any purpose.

Very truly yours,

BJK/dgw

<PAGE>

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-4 registration statement relating
to Barnett Capital I of our report dated January 13, 1997, incorporated by
reference in Barnett Banks, Inc.'s Form 10-K, for the year ended December 31,
1996, and to all references to our Firm included in this registration statement.

/s/ ARTHUR ANDERSEN LLP
-----------------------------
Jacksonville, Florida
March 25, 1997

<PAGE>

- ------------------------------------------------------------------------------
Page 1
- ------------------------------------------------------------------------------

Exhibit 24(a)

<PAGE>

- ------------------------------------------------------------------------------
Page 2
- ------------------------------------------------------------------------------

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer
of Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints
Charles W. Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M.
Delaney and each or any of them, his true and lawful attorneys-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, to sign one or more of the Corporation's Registration
Statements on such forms as shall be appropriate and any and all amendments
(including post-effective amendments) thereto covering the issuance of up to
an aggregate of $750,000,000 (Seven Hundred Fifty Million Dollars) of the
Capital Securities (collectively, the "Capital Securities") of Barnett
Capital I, Barnett Capital II and Barnett Capital III (collectively, the
"Trusts"), and of the corresponding aggregate principal amount of each series
of Junior Subordinated Debentures and Guarantees of the Corporation issued in
connection therewith, whether relating to resale or exchange of such
Securities or otherwise, as may be required by any of the Registration Rights
Agreements entered into by the Trusts, the Corporation and the initial
purchasers of the Capital Securities, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to effectuate the above purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of
February, 1997.

/s/ Walter H. Alford
------------------------------
Walter H. Alford

(SEAL)

<PAGE>

- ------------------------------------------------------------------------------
Page 3
- ------------------------------------------------------------------------------

SPECIAL POWER OF ATTORNEY

/s/ Rita Bornstein
------------------------------
Rita Bornstein

(SEAL)

<PAGE>

- ------------------------------------------------------------------------------
Page 4
- ------------------------------------------------------------------------------

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M. Delaney and
each or any of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign one or more of the Corporation's Registration Statements on such
forms as shall be appropriate and any and all amendments (including post-
effective amendments) thereto covering the issuance of up to an aggregate of
$750,000,000 (Seven Hundred Fifty Million Dollars) of the Capital Securities
(collectively, the "Capital Securities") of Barnett Capital I, Barnett Capital
II and Barnett Capital III (collectively, the "Trusts"), and of the
corresponding aggregate principal amount of each series of Junior Subordinated
Debentures and Guarantees of the Corporation issued in connection therewith,
whether relating to resale or exchange of such Securities or otherwise, as may
be required by any of the Registration Rights Agreements entered into by the
Trusts, the Corporation and the initial purchasers of the Capital Securities,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to effectuate the above
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February,
1997.

/s/ Alvin R. Carpenter
------------------------------
Alvin R. Carpenter

(SEAL)

<PAGE>

- ------------------------------------------------------------------------------
Page 5
- ------------------------------------------------------------------------------

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M. Delaney and
each or any of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign one or more of the Corporation's Registration Statements on such
forms as shall be appropriate and any and all amendments (including post-
effective amendments) thereto covering the issuance of up to an aggregate of
$750,000,000 (Seven Hundred Fifty Million Dollars) of the Capital Securities
(collectively, the "Capital Securities") of Barnett Capital I, Barnett Capital
II and Barnett Capital III (collectively, the "Trusts"), and of the
corresponding aggregate principal amount of each series of Junior Subordinated
Debentures and Guarantees of the Corporation issued in connection therewith,
whether relating to resale or exchange of such Securities or otherwise, as may
be required by any of the Registration Rights Agreements entered into by the
Trusts, the Corporation and the initial purchasers of the Capital Securities,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to effectuate the above
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February,
1997.

/s/ Marshall M. Criser
------------------------------
Marshall M. Criser

(SEAL)

<PAGE>

- ------------------------------------------------------------------------------
Page 6
- ------------------------------------------------------------------------------

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M. Delaney and
each or any of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign one or more of the Corporation's Registration Statements on such
forms as shall be appropriate and any and all amendments (including post-
effective amendments) thereto covering the issuance of up to an aggregate of
$750,000,000 (Seven Hundred Fifty Million Dollars) of the Capital Securities
(collectively, the "Capital Securities") of Barnett Capital I, Barnett Capital
II and Barnett Capital III (collectively, the "Trusts"), and of the
corresponding aggregate principal amount of each series of Junior Subordinated
Debentures and Guarantees of the Corporation issued in connection therewith,
whether relating to resale or exchange of such Securities or otherwise, as may
be required by any of the Registration Rights Agreements entered into by the
Trusts, the Corporation and the initial purchasers of the Capital Securities,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to effectuate the above
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February,
1997.

/s/ Jack B. Critchfield
------------------------------
Jack B. Critchfield

(SEAL)

<PAGE>

- ------------------------------------------------------------------------------
Page 7
- ------------------------------------------------------------------------------

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M. Delaney and
each or any of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign one or more of the Corporation's Registration Statements on such
forms as shall be appropriate and any and all amendments (including post-
effective amendments) thereto covering the issuance of up to an aggregate of
$750,000,000 (Seven Hundred Fifty Million Dollars) of the Capital Securities
(collectively, the "Capital Securities") of Barnett Capital I, Barnett Capital
II and Barnett Capital III (collectively, the "Trusts"), and of the
corresponding aggregate principal amount of each series of Junior Subordinated
Debentures and Guarantees of the Corporation issued in connection therewith,
whether relating to resale or exchange of such Securities or otherwise, as may
be required by any of the Registration Rights Agreements entered into by the
Trusts, the Corporation and the initial purchasers of the Capital Securities,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to effectuate the above
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February,
1997.

/s/ Allen L. Lastinger, Jr.
------------------------------
Allen L. Lastinger, Jr.

(SEAL)

<PAGE>

- ------------------------------------------------------------------------------
Page 8
- ------------------------------------------------------------------------------

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M. Delaney and
each or any of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign one or more of the Corporation's Registration Statements on such
forms as shall be appropriate and any and all amendments (including post-
effective amendments) thereto covering the issuance of up to an aggregate of
$750,000,000 (Seven Hundred Fifty Million Dollars) of the Capital Securities
(collectively, the "Capital Securities") of Barnett Capital I, Barnett Capital
II and Barnett Capital III (collectively, the "Trusts"), and of the
corresponding aggregate principal amount of each series of Junior Subordinated
Debentures and Guarantees of the Corporation issued in connection therewith,
whether relating to resale or exchange of such Securities or otherwise, as may
be required by any of the Registration Rights Agreements entered into by the
Trusts, the Corporation and the initial purchasers of the Capital Securities,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to effectuate the above
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February,
1997.

/s/ Clarence V. McKee
------------------------------
Clarence V. McKee

(SEAL)

<PAGE>

- ------------------------------------------------------------------------------
Page 9
- ------------------------------------------------------------------------------

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M. Delaney and
each or any of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign one or more of the Corporation's Registration Statements on such
forms as shall be appropriate and any and all amendments (including post-
effective amendments) thereto covering the issuance of up to an aggregate of
$750,000,000 (Seven Hundred Fifty Million Dollars) of the Capital Securities
(collectively, the "Capital Securities") of Barnett Capital I, Barnett Capital
II and Barnett Capital III (collectively, the "Trusts"), and of the
corresponding aggregate principal amount of each series of Junior Subordinated
Debentures and Guarantees of the Corporation issued in connection therewith,
whether relating to resale or exchange of such Securities or otherwise, as may
be required by any of the Registration Rights Agreements entered into by the
Trusts, the Corporation and the initial purchasers of the Capital Securities,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to effectuate the above
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February,
1997.

/s/ Charles W. Newman
------------------------------
Charles W. Newman

(SEAL)

<PAGE>

- ------------------------------------------------------------------------------
Page 10
- ------------------------------------------------------------------------------

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M. Delaney and
each or any of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign one or more of the Corporation's Registration Statements on such
forms as shall be appropriate and any and all amendments (including post-
effective amendments) thereto covering the issuance of up to an aggregate of
$750,000,000 (Seven Hundred Fifty Million Dollars) of the Capital Securities
(collectively, the "Capital Securities") of Barnett Capital I, Barnett Capital
II and Barnett Capital III (collectively, the "Trusts"), and of the
corresponding aggregate principal amount of each series of Junior Subordinated
Debentures and Guarantees of the Corporation issued in connection therewith,
whether relating to resale or exchange of such Securities or otherwise, as may
be required by any of the Registration Rights Agreements entered into by the
Trusts, the Corporation and the initial purchasers of the Capital Securities,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to effectuate the above
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February,
1997.

/s/ Remedios Diaz Oliver
------------------------------
Remedios Diaz Oliver

(SEAL)

<PAGE>

- ------------------------------------------------------------------------------
Page 11
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SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M. Delaney and
each or any of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign one or more of the Corporation's Registration Statements on such
forms as shall be appropriate and any and all amendments (including post-
effective amendments) thereto covering the issuance of up to an aggregate of
$750,000,000 (Seven Hundred Fifty Million Dollars) of the Capital Securities
(collectively, the "Capital Securities") of Barnett Capital I, Barnett Capital
II and Barnett Capital III (collectively, the "Trusts"), and of the
corresponding aggregate principal amount of each series of Junior Subordinated
Debentures and Guarantees of the Corporation issued in connection therewith,
whether relating to resale or exchange of such Securities or otherwise, as may
be required by any of the Registration Rights Agreements entered into by the
Trusts, the Corporation and the initial purchasers of the Capital Securities,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to effectuate the above
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February,
1997.

/s/ Charles E. Rice
------------------------------
Charles E. Rice

(SEAL)

<PAGE>

- ------------------------------------------------------------------------------
Page 12
- ------------------------------------------------------------------------------

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M. Delaney and
each or any of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign one or more of the Corporation's Registration Statements on such
forms as shall be appropriate and any and all amendments (including post-
effective amendments) thereto covering the issuance of up to an aggregate of
$750,000,000 (Seven Hundred Fifty Million Dollars) of the Capital Securities
(collectively, the "Capital Securities") of Barnett Capital I, Barnett Capital
II and Barnett Capital III (collectively, the "Trusts"), and of the
corresponding aggregate principal amount of each series of Junior Subordinated
Debentures and Guarantees of the Corporation issued in connection therewith,
whether relating to resale or exchange of such Securities or otherwise, as may
be required by any of the Registration Rights Agreements entered into by the
Trusts, the Corporation and the initial purchasers of the Capital Securities,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to effectuate the above
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February,
1997.

/s/ Frederick H. Schultz
------------------------------
Frederick H. Schultz

(SEAL)

<PAGE>

- ------------------------------------------------------------------------------
Page 14
- ------------------------------------------------------------------------------

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M. Delaney and
each or any of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign one or more of the Corporation's Registration Statements on such
forms as shall be appropriate and any and all amendments (including post-
effective amendments) thereto covering the issuance of up to an aggregate of
$750,000,000 (Seven Hundred Fifty Million Dollars) of the Capital Securities
(collectively, the "Capital Securities") of Barnett Capital I, Barnett Capital
II and Barnett Capital III (collectively, the "Trusts"), and of the
corresponding aggregate principal amount of each series of Junior Subordinated
Debentures and Guarantees of the Corporation issued in connection therewith,
whether relating to resale or exchange of such Securities or otherwise, as may
be required by any of the Registration Rights Agreements entered into by the
Trusts, the Corporation and the initial purchasers of the Capital Securities,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to effectuate the above
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February,
1997.

/s/ Stewart Turley
------------------------------
Stewart Turley

(SEAL)

<PAGE>

- ------------------------------------------------------------------------------
Page 15
- ------------------------------------------------------------------------------

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Director or Officer of
Barnett Banks, Inc. (the "Corporation") hereby constitutes and appoints Charles
W. Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M. Delaney and
each or any of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution, for him and in his name, place and
stead, to sign one or more of the Corporation's Registration Statements on such
forms as shall be appropriate and any and all amendments (including post-
effective amendments) thereto covering the issuance of up to an aggregate of
$750,000,000 (Seven Hundred Fifty Million Dollars) of the Capital Securities
(collectively, the "Capital Securities") of Barnett Capital I, Barnett Capital
II and Barnett Capital III (collectively, the "Trusts"), and of the
corresponding aggregate principal amount of each series of Junior Subordinated
Debentures and Guarantees of the Corporation issued in connection therewith,
whether relating to resale or exchange of such Securities or otherwise, as may
be required by any of the Registration Rights Agreements entered into by the
Trusts, the Corporation and the initial purchasers of the Capital Securities,
and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to effectuate the above
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of February,
1997.

/s/ John A. Williams
------------------------------
John A. Williams

(SEAL)

<PAGE>

Exhibit 24(b)

<PAGE>

RESOLUTION B

BARNETT BANKS, INC.

RESOLUTIONS OF THE BOARD OF DIRECTORS
AS DULY ADOPTED AT A REGULAR MEETING
HELD ON NOVEMBER 20, 1996

AUTHORIZING THE ISSUANCE OF UP TO
$500,000,000 IN TRUST ISSUED PREFERRED
SECURITIES, GUARANTEES BY THE CORPORATION THEREOF,
AND JUNIOR SUBORDINATED DEBENTURES OF THE
CORPORATION AND THE REGISTRATION THEREOF WITH
THE SECURITIES AND EXCHANGE COMMISSION

RESOLVED, that the Board of Directors of the Corporation (the "Board of
Directors") deems it in the best interest of the Corporation to (i) form one
or more statutory business trusts under the laws of the State of Delaware
(each, the "Trust") that may offer, from time to time, trust preferred
securities (the "Preferred Securities") and common securities of the Trust
("Common Securities", and together with the Preferred Securities, the "Trust
Securities"); (ii) to issue its junior subordinated debentures (the "Junior
Subordinated Debentures"), from time to time, to the Trust investing the
proceeds of its Preferred Securities in such debentures, with terms
corresponding to the terms of the Trust's Preferred Securities; and (iii) to
guarantee the payment of periodic cash distributions and the payments on
liquidation and redemption with respect to the Preferred Securities of the
Trust, in each case out of funds held by the Trust, in one or more series
(the "Guarantees") (The Trust Securities, the Junior Subordinated Debentures
and the Guarantees are hereinafter referred to collectively as the
"Securities").

FURTHER RESOLVED, that the Board of Directors of the Corporation hereby
authorizes the issuance of up to $500,000,000 in aggregate principal amount
of each of the Trust Securities and the guarantees and up to $515,465,000 in
aggregate principal amount of Junior Subordinated Debentures.

FURTHER RESOLVED, that the Board of directors hereby authorizes Charles E.
Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F. Nobles, Jr.,
Patrick J. McCann, Paris P. Thermenos and the Corporate Secretary or any
Assistant Secretary of the Corporation (the "Proper Officers"), to take any
and all action which such persons, or any of them, deem necessary,
appropriate or desirable in order to cause, pursuant to the Delaware Business
Trust Act, the formation of the Trust, of which the Corporation will serve as
sponsor.

FURTHER RESOLVED, that the Board of Directors hereby establishes an ad hoc
pricing committee comprised of Charles E. Rice, Allen L. Lastinger, Jr.,
Charles W. Newman, Hinton F. Nobles, Jr., Patrick

<PAGE>

J. McCann and Paris P. Thermenos (the "Pricing Committee"). Such Pricing
Committee shall have full authority to act on behalf of the Corporation and
the Board of Directors, on behalf of the Corporation individually and as
sponsor of the Trust, to establish the terms and conditions of the Trust
Securities, the Guarantees and the Junior Subordinated Debentures authorized
by these Resolutions. Such Pricing Committee may delegate its authority to
establish the terms and conditions of any of such securities authorized by
these Resolutions to any one of its members.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Proper
Officers, and each of them, to file a declaration of trust establishing each
Trust as may be amended from time to time (each, a "Declaration of Trust"),
file the respective certificates of trust with the Secretary of State of the
State of Delaware and pay all filing and other fees in connection therewith.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Proper
Officers, and each of them, to select those directors, officers or employees
of the Corporation, if any, or third persons, if any, who will serve as
trustees of the Trust and to select one or more banks and/or trust companies
to serve as trustees in order to comply with the Delaware Business Trust Act
and the Trust Indenture Act of 1939, as amended, and to obtain an exemption
from the Investment Company Act of 1940, as amended.

FURTHER RESOLVED, that the Corporation, in its capacity as sponsor of the
Trust, is hereby authorized to take any and all action deemed necessary,
appropriate or desirable to cause the Trust to issue and offer for sale the
Preferred Securities, representing undivided beneficial interests in the
assets of the Trust.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Pricing
Committee, acting for the Corporation in its capacity as sponsor of the
Trust, to determine the distribution rate on the Trust Securities and the
stated liquidation preference of the Trust Securities, and any right of the
Trust to defer or extend a distribution date, the dates on which and the
prices at which Trust Securities may be redeemed, the denominations in which
Trust Securities shall be issuable, terms for any conversion or exchange into
any other security, voting rights, if any, and any other terms and conditions
of the Trust Securities.

FURTHER RESOLVED, that the Trust Securities shall have any other terms as the
Proper Officers, and any of them, acting for the Corporation in its capacity
as sponsor of the Trust, may approve, such approval to be conclusively
evidenced by the execution thereof or by the direction to the appropriate
Trustee of the Trust to so execute the Trust Securities.

-3-

<PAGE>

FURTHER RESOLVED, that the Corporation is hereby authorized to purchase
Common Securities, representing undivided beneficial interests in the assets
of the Trust, in such amounts as shall be required by the respective
Declaration of Trust, the proceeds of such purchase to be used by the Trust
to purchase an equal aggregate principal amount of Junior Subordinated
Debentures.

FURTHER RESOLVED, that the Corporation is hereby authorized to issue, and
deposit in the Trust as trust assets, Junior Subordinated Debentures in such
aggregate principal amount as the Pricing Committee shall determine, and to
receive as payment therefor the Common Securities.

FURTHER RESOLVED, that the Pricing Committee is hereby authorized to
determine the interest rate, interest payment dates, voting rights, if any,
any right of the Corporation to extend or defer interest payment or other
distribution dates, the final maturity date, any date on which and the price
at which the Junior Subordinated Debentures may be redeemed, the
denominations of the Junior Subordinated Debentures, terms for any conversion
or exchange into any other security, and any other terms and conditions of
the Junior Subordinated Debentures.

FURTHER RESOLVED, that the Corporation is hereby authorized to enter into one
or more indentures and supplements thereto, each with a bank or trust company
as trustee (the "Indentures"), providing for the issuance of the Junior
Subordinated Debentures and that the Pricing Committee is hereby authorized
to select such trustee or trustees and that the Proper Officers, and each of
them, are hereby authorized to execute, acknowledge and deliver the
Indentures and supplements thereto, under the seal of the Corporation,
attested by the Secretary or any Assistant Secretary, containing such terms
and provisions as the officer or officers executing such Indentures or
supplements thereto may deem necessary, appropriate or desirable, as
conclusively evidenced by his, her or their execution thereof.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Chairman
and the Secretary of the Corporation to execute the Junior Subordinated
Debentures and that the signatures of the officers of the Corporation so
authorized to execute the Junior Subordinated Debentures may be the manual or
facsimile signatures of the present or any future such authorized officers
and may be imprinted or otherwise reproduced thereon, the Corporation for
such purposes hereby adopting each such facsimile signature as binding upon
it notwithstanding the fact that at the time the Junior Subordinated
Debentures shall be authenticated and delivered the officers so signing shall
have ceased to be Chairman or Secretary, as the case may be.

FURTHER RESOLVED, that the Board of Directors hereby authorizes and directs
each or any of the Proper Officers to deliver the executed

-4-

<PAGE>

Junior Subordinated Debentures or cause the same to be delivered to the
Indenture trustee(s) for authentication thereof.

FURTHER RESOLVED, that the Pricing Committee is hereby authorized to
determine the terms and conditions of the Guarantee of the payment
obligations of each Trust with respect to the Preferred Securities, which
Guarantee shall be qualified as an Indenture under the Trust Indenture Act of
1939, as amended, and that the Proper Officers, and each of them, are hereby
authorized to execute, deliver and perform the Guarantee, on such additional
terms and conditions as such persons, or any of them, may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.

FURTHER RESOLVED, that, the Pricing Committee is hereby authorized to select
the indenture trustee to serve under each Guarantee.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Proper
Officers, on behalf of the Corporation individually and as sponsor of the
Trust, to offer up to an aggregate of $500,000,000 of each of the Preferred
Securities, the Junior Subordinated Debentures and the Guarantees in one or
more private placements pursuant to Rule 144A, Regulation D or Regulation S,
each promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), or other exemption from the registration requirements of
the Securities Act (the "Private Offering Rules"), and authorizes the Proper
Officers and each of them to prepare and execute, or direct the appropriate
trustee of the Trust to prepare and execute, offering documents in accordance
with the Private Offering Rules, and any and all amendments thereto.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the
Corporation to enter into one or more Registration Rights Agreement (the
"Registration Rights Agreement"), on its own behalf and on the behalf of the
Trust, providing for the shelf registration of the Securities sold pursuant
to the Private Offering Rules (the "Resale Shelf Registration") with the
Securities and Exchange Commission (the "Commission"), that the Registration
Rights Agreement may also provide for an offer to exchange (the "Exchange
Offer") the Preferred Securities sold thereby for a new issue of preferred
securities of the Trust, with terms substantially identical to those of the
Preferred Securities (the "New Preferred Securities"; thereafter, all
references to Preferred Securities and Securities herein shall be deemed to
include the New Preferred Securities) which are registered under the
Securities Act, and for the payment of liquidated damages to holders of such
Preferred Securities if the Company and the Trust default in their
obligations thereunder, and that the Proper Officers, and each of them, are
hereby authorized to execute, acknowledge and deliver the Registration Rights
Agreement, containing such other terms and provisions as the officer or
officers executing such Registration Rights Agreement

-5-

<PAGE>

may deem necessary, appropriate or desirable, as conclusively evidenced by
his, her or their execution thereof.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Proper
Officers, on behalf of the Corporation individually and as sponsor of the
Trust, to prepare, execute and file, or direct the appropriate trustee of the
Trust to execute and file, with the Commission one or more Registration
Statements on the appropriate forms (the "Registration Statements") pursuant
to the Securities Act, and authorizes any and all amendments (including
post-effective amendments) and supplements thereto (including prospectus and
pricing supplements) with respect to (a) the issuance, from time to time, of
up to an aggregate of $500,000,000 of each of the Securities, as reduced by
the aggregate amount of such Securities which are sold pursuant to the
Private Offering Rules; (b) effectuating the Resale Shelf Registration and
(c) the issuance of the New Preferred Securities pursuant to the Exchange
Offer.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Proper
Officers, on behalf of the Corporation individually and as sponsor of the
Trust, to prepare, execute and file, or direct the appropriate trustee of the
Trust to execute and file, with the Commission and the New York Stock
Exchange, Inc., or any other stock exchange, one or more Registration
Statements under the Securities Exchange Act of 1934, as amended, on Form 8-A
or such other form as may be appropriate, including any and all exhibits and
other documents relating thereto, with respect to the Guarantees, the Junior
Subordinated Debentures and the Trust Securities, and any amendments to such
Registration Statements, in such forms as the person or persons executing the
same may deem necessary, appropriate or desirable, as conclusively evidenced
by his, her or their execution thereof.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the
Corporation, as the sponsor of the Trust, to enter into an Underwriting
Agreement, Distribution Agreement or Agency Agreement, or in the event of an
offering pursuant to Rule 144A, a Purchase Agreement, with respect to the
Preferred Securities with such underwriter or underwriters or agent or
agents, or in the event of an offering pursuant to Rule 144A, with such
initial purchasers of the Preferred Securities, as shall be selected by the
Pricing Committee, and that the Board of Directors hereby authorizes and
directs any of the Proper Officers to execute in one or more counterparts and
to deliver, or direct the appropriate trustee of the Trust to so execute and
deliver, such Underwriting Agreement or Agency Agreement or Purchase
Agreement and to do, or direct the appropriate trustee of the Trustee to do,
all such acts and things as they in their discretion and with the advice of
counsel find necessary or desirable to carry into effect the terms of the
Underwriting Agreement, Distribution Agreement, Agency Agreement or Purchase
Agreement to be performed by the Trust or the Corporation, as sponsor of the
Trust.

-6-

<PAGE>

FURTHER RESOLVED, that the Pricing Committee shall designate a registrar and
transfer agent of the Corporation for the purpose of effecting the
registration of the transfer or exchange of the Securities in the manner and
under the terms to be provided under the Declaration of Trust, the Guarantees
and the Indentures, as applicable, and that the principal corporate office of
such registrar and transfer agent shall be designated as the office or agency
of the Corporation at which the Securities may be presented for registration
of transfer or exchange.

FURTHER RESOLVED, that the Pricing Committee shall appoint a paying agent of
the Corporation for the payment of interest and premium, if any, on and the
principal of the Junior Subordinated Debentures and that the principal
corporate office of such paying agent shall be designated as the office or
agency of the Corporation at which the Junior Subordinated Debentures may be
presented for payment and where notices and demands to or upon the
Corporation in respect of the Junior Subordinated Debentures and the
Indentures may be served.

FURTHER RESOLVED, that it may be necessary or desirable and in the best
interest of the Corporation and the Trust that (1) all or a portion of the
Securities be qualified or registered for sale or exchange, or (2) that the
Corporation or the Trust be registered as a dealer or broker, in various
states and countries under the applicable securities laws of those states or
countries; that each or any of the Proper Officers are hereby authorized to
determine the states or countries in which appropriate action shall be taken
to qualify or register for sale all or part of the Securities, or to register
the Corporation or the Trust as a dealer or broker, as they deem necessary or
advisable; that the Proper Officers are hereby authorized to perform on
behalf of the Corporation, individually and as sponsor of the Trust, any and
all such acts as they may deem necessary or advisable in order to comply with
the applicable laws of any such state or country, and in connection therewith
to prepare, execute and file, or direct the appropriate trustee of the Trust
to execute and file, all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and that the execution by
such Proper Officers of any such paper or documents or the doing by them of
any act in connection with the foregoing matter, or any direction given to
the appropriate trustee of the Trust with respect to the foregoing matter,
shall conclusively establish their authority therefor for the Corporation and
the approval and ratification by the Corporation of the papers and documents
so executed, the action so taken, or the direction so given.

-7-

<PAGE>

or resolutions is required to be adopted by the Board of Directors, each such
resolution shall be deemed to have been and hereby is adopted by this
Resolution, and that the Secretary of the Corporation is hereby authorized to
certify the adoption of all such resolutions as though such resolutions were
now presented to be inserted into the Minute Book of the Corporation on pages
next following these Resolutions and initialed by the Secretary of the
Corporation.

FURTHER RESOLVED, that the Board of Directors hereby authorizes each or any
of the Proper Officers to prepare, execute and file, or direct the
appropriate trustee of the Trust to execute and file, an application to the
New York Stock Exchange for the listing of all or part of the Securities,
together with such supporting materials as each or any of the Proper
Officers, after advice of counsel, determines to be necessary or desirable to
effect the listing of the Securities, including an indemnification agreement
protecting the New York Stock Exchange Inc. and innocent purchasers for value
against losses resulting from their reliance on facsimile signatures of
officers of the Corporation or trustees of the Trust on certificates
representing the Securities.

FURTHER RESOLVED, that the Board of Directors hereby delegates the powers and
duties of the Chairman of the Board of the Corporation with respect to the
execution of any of the above-named documents necessary in connection with
the creation, issuance and sale of the Securities, should the Chairman be
absent from the principal offices of the Corporation, to the President, the
Executive Vice President, the Chief Financial Officer or the Treasurer of the
Corporation, and hereby delegates the powers and duties of the Secretary of
the Corporation with respect to the execution of any of the above-named
documents necessary in connection with the creation, issuance and sale of the
Securities, should the Secretary be absent from the principal offices of the
Corporation, to the Assistant Secretary.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Chairman
of the Board, the President, the Executive Vice President and Chief Financial
Officer of the Corporation to execute Powers of Attorney appointing Catherine
C. Cosby, Roger C. McClary, Carole A. Nixon, Rodolfo F. Engmann and Helen C.
Rowan, and each or any of them, as attorneys-in-fact to execute and deliver
the Junior Subordinated Indentures and the Guarantees by applying the
facsimile signatures of such Executive Officers on their behalf.

-8-

<PAGE>

of them, as attorneys-in-fact to sign the aforementioned Registration
Statements and any and all amendments thereto on their behalf as Executive
Officers or Directors, and to file the same with the Commission, each of said
attorneys and agents to have power to act with or without the other and to do
and perform in the name and on behalf of each of said Executive Officers and
Directors every act whatsoever and necessary or advisable to be done as fully
and to all intents and purposes as any such Executive Officer or Director
might or could do in person.

FURTHER RESOLVED, that Charles E. Rice, Chairman and Chief Executive Officer
of the Corporation, is hereby appointed and designated as the person duly
authorized to receive communications and notices from the Commission with
respect to the Registration Statements.

FURTHER RESOLVED, that the Proper Officers of the Corporation be, and each of
them hereby is, authorized to enter into such arrangements with the
Depository Trust Company as such Proper Officers shall deem appropriate for
the purpose of facilitating the use of a "book-entry" registration and
transfer system for the Securities.

FURTHER RESOLVED, that the Board of Directors hereby authorizes and directs
the Proper Officers in its name and on its behalf and to the extent necessary
under its seal, to prepare, execute, deliver, file and record all
instruments, documents and other papers and to do all such other acts and
things as they in their discretion and with the advice of counsel may deem
necessary or desirable to carry into effect the foregoing resolutions.

/s/ Catherine C. Cosby
----------------------------------
Secretary

DATED: November 20, 1996

-9-

<PAGE>

RESOLUTION A

BARNETT BANKS, INC.

RESOLUTIONS OF THE BOARD OF DIRECTORS
AS DULY ADOPTED AT A REGULAR MEETING
HELD ON JANUARY 22, 1997

AUTHORIZING THE ISSUANCE OF UP TO
$250,000,000 IN TRUST ISSUED PREFERRED
SECURITIES, GUARANTEES BY THE CORPORATION THEREOF,
AND JUNIOR SUBORDINATED DEBENTURES OF THE
CORPORATION AND THE REGISTRATION THEREOF WITH
THE SECURITIES AND EXCHANGE COMMISSION

FURTHER RESOLVED, that the Board of Directors of the Corporation hereby
authorizes the issuance of up to $250,000,000 in aggregate principal amount
of each of the Trust Securities and the guarantees and up to $257,732,000 in
aggregate principal amount of Junior Subordinate Debentures.

FURTHER RESOLVED, that the Board of directors hereby authorizes Charles E.
Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F. Nobles, Jr.,
Gregory M. Delaney, Paris P. Thermenos and the Corporate Secretary or any
Assistant Secretary of the Corporation (the "Proper Officers"), to take any
and all action which such persons, or any of them, deem necessary,
appropriate or desirable in order to cause, pursuant to the Delaware Business
Trust Act, the formation of the Trust, of which the Corporation will serve as
sponsor.

-10-

<PAGE>

FURTHER RESOLVED, that the Board of Directors hereby establishesprised of
Charles E. Rice, Allen L. Lastinger, Jr., Charles W. Newman, Hinton F.
Nobles, Jr., Gregory M. Delaney and Paris P. Thermenos (the "Pricing
Committee"). Such Pricing Committee shall have full authority to act on
behalf of the Corporation and the Board of Directors, on behalf of the
Corporation individually and as sponsor of the Trust, to establish the terms
and conditions of the Trust Securities, the Guarantees and the Junior
Subordinated Debentures authorized by these Resolutions. Such Pricing
Committee may delegate its authority to establish the terms and conditions of
any of such securities authorized by these Resolutions to any one of its
members.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Pricing
Committee, acting for the Corporation in its capa determine the distribution
rate on the Trust Securities and the stated liquidation preference of the
Trust Securities, and any right of the Trust to defer or extend a
distribution date, the dates on which and the prices at which Trust
Securities may be redeemed, the denominations in which Trust Securities shall
be issuable, terms for any conversion or exchange into any other security,
voting rights, if any, and any other terms and conditions of the Trust
Securities.

-11-

<PAGE>

or by the direction to the appropriate Trustee of the Trust to so execute the
Trust Securities.

FURTHER RESOLVED, that the Corporation is hereby authorized to enter into one
or more indentures and supplements thereto, each with a bank or trust company
as trustee (the "Indentures"), providing for the issuance of the Junior
Subordinated Debentures and that the Pricing Committee is hereby authorized
to select such trustee or trustees and that the Proper Officers, and each of
them, are hereby authorized to execute, acknowledge anents thereto, under the
seal of the Corporation, attested by the Secretary or any Assistant
Secretary, containing such terms and provisions as the officer or officers
executing such Indentures or supplements thereto may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.

-12-

<PAGE>

FURTHER RESOLVED, that the Board of Directors hereby authorizes and directs
each or any of the Proper Officers to deliver the executed Junior
Subordinated Debentures or cause the same to be delivered to the Indenture
trustee(s) for authentication thereof.

FURTHER RESOLVED, that the Pricing Committee is hereby authorized to
determine the terms and conditions of the Guarantee of the payment
obligations of each Trust with respect to the Preferred Securities, which
Guarantee shall be qualified as an Indenture under the Trust Indenture Act of
1939, as amended, and that the Proper Officers, and each of them, are hereby
authorized to execute (whether by manual or facsimile signature), deliver and
perform the Guarantee, on such additional terms and conditions as such
persons, or any of them, may deem necessary, appropriate or desirable, as
conclusively evidenced by his, her or their execution thereof.

FURTHER RESOLVED, that, the Pricing Committee is hereby authorized to select
the indenture trustee to serve under each Guarantee.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Proper
Officers, on behalf of the Corporation individually and as sponsor of the
Trust, to offer up to an aggregate of $250,000,000 of each of the Preferred
Securities, the Junior Subordinated Debentures and the Guarantees in one or
more private placements pursuant to Rule 144A, Regulation D or Regulation S,
each promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), or other exemption from the registration requirements of
the Securities Act (the "Private Offering Rules"), and authorizes the Proper
Officers and each of them to prepare and execute, or direct the appropriate
trustee of the Trust to prepare and execute, offering documents in accordance
with the Private Offering Rules, and any and all amendments thereto.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the
Corporation to enter into one or more Registration Rights Agreement (the
"Registration Rights Agreement"), on its own behalf and on the behalf of the
Trust, providing for the shelf registration of the Securities sold pursuant
to the Private Offering Rules (the "Resale Shelf Registration") with the
Securities and Exchange Commission (the "Commission"), that the Registration
Rights Agreement may also provide for an offer to exchange (the "Exchange
Offer") the Preferred Securities sold thereby for a new issue of preferred
securities of the Trust, with terms substantially identical to those of the
Preferred Securities (the "New Preferred Securities"; thereafter, all
references to Preferred Securities and Securities herein shall be deemed to
include the New Preferred Securities) which are registered under the
Securities Act, and for the payment of liquidated damages to holders of such
Preferred Securities if the Company and the Trust default in their
obligations thereunder, and that the Proper Officers, and each of them, are
hereby authorized to executer the Registration Rights Agreement, containing
such other terms and provisions as the officer or

-13-

<PAGE>

officers executing such Registration Rights Agreement may deem necessary,
appropriate or desirable, as conclusively evidenced by his, her or their
execution thereof.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Proper
Officers, on behalf of the Corporation individually and as sponsor of the
Trust, to prepare, execute and file, or direct the appropriate trustee of the
Trust to execute and file, with the Commission one or more Registration
Statements on the appropriate forms (the "Registration Statements") pursuant
to the Securities Act, and authorizes any and all amendments (including
post-effective amendments) and supplements thereto (including prospectus and
pricing supplements) with respect to (a) the issuance, from time to time, of
up to an aggregate of $250,000,000 of each of the Securities, as reduced by
the aggregate amount of such Securities which are sold pursuant to the
Private Offering Rules; (b) effectuating the Resale Shelf Registration and
(c) the issuance of the New Preferred Securities pursuant to the Exchange
Offer.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Proper
Officers, on behalf of the Corporation individually and as sponsor of the
Trust, to prepare, execute and file, or direct the appropriate trustee of the
Trust to execute and file, with the Commission and the New York Stock
Exchange, Inc., or any other stock exchange, one or more Registration
Statements under the Securities Exchange Act of 1934, as amended, on Form 8-A
or such other form as may be appropriate, including any and all exhibits and
other documents relating thereto, with respect to the Guarantees, the Junior
Subordinated Debentures and the Trust Securities, and any amendments to such
Registration Statements, in such forms as the person or persons executing the
same may deem necessary, appropriate or desirable, as conclusively evidenced
by his, her or their execution thereof.

-14-

<PAGE>

Purchase Agreement to be performed by the Trust or the Corporation, as
sponsor of the Trust.

FURTHER RESOLVED, that the Pricing Committee shall designate a registrar and
transfer agent of the Corporation for the purpose of effecting the
registration of the transfer or exchange of the Securities in the manner and
under the terms to be provided under the Declaration of Trust, the Guarantees
and the Indentures, as applicable, and that the principal corporate office of
such registrar and designated as the office or agency of the Corporation at
which the Securities may be presented for registration of transfer or
exchange.

-15-

<PAGE>

and that the principal corporate office of such paying agent shall be
designated as the office or agency of the Corporation at which the Junior
Subordinated Debentures may be presented for payment and where notices and
demands to or upon the Corporation in respect of the Junior Subordinated
Debentures and the Indentures may be served.

FURTHER RESOLVED, that it may be necessary or desirable and in the best
interest of the Corporation and the Trust that (1) all or a portion of the
Securities be qualified or registered for sale or exchange, or (2) that the
Corporation or the Trust be registered as a dealer or broker, in various
states and countries under the applicable securities laws of those states or
countries; that each or any of the Proper Officers are hereby authorized to
determine the states or countries in which appropriate action shall be taken
to qualify or register for sale all or part of the Securities, or to register
the Corporation or the Trust as a dealer or broker, as they deem necessary or
advisable; that the Proper Officers are hereby authorized to perform on
behalf of the Corporation, individually and as sponsor of the Trust, any and
all such acts as they may deem necessary or advisable in order to comply with
the applicable laws of any such state or country, and in connection therewith
to prepare, execute and file, or direct the appropriate trustee of the Trust
to execute and file, all requisite papers and documents, including, but not
limited to, applications, reports, surety bonds, irrevocable consents and
appointments of attorneys for service of process; and that the execution by
such Proper Officers of any such paper or documents any act in connection
with the foregoing matter, or any direction given to the appropriate trustee
of the Trust with respect to the foregoing matter, shall conclusively
establish their authority therefore for the Corporation and the approval and
ratification by the Corporation of the papers and documents so executed, the
action so taken, or the direction so given.

FURTHER RESOLVED, that if, in any state or country where the Securities are
to be registered or qualified for offering, sale or exchange, or where the
Corporation or the Trust are to be registered as a dealer or broker, a
prescribed form of resolution or resolutions is required to be adopted by the
Board of Directors, each such resolution shall be deemed to have been and
hereby is adopted by this Resolution, and that the Secretary of the
Corporation is hereby authorized to certify the adoption of all such
resolutions as though such resolutions were now presented to be inserted into
the Minute Book of the Corporation on pages next following these Resolutions
and initialed by the Secretary of the Corporation.

-16-

<PAGE>

or part of the Securities, together with such supporting materials as each or
any of the Proper Officers, after advice of counsel, determines to be
necessary or desirable to effect the listing of the Securities, including an
indemnification agreement protecting the New York Stock Exchange Inc. and
innocent purchasers for value against losses resulting from their reliance on
facsimile signatures of officers of the Corporation or trustees of the Trust
on certificates representing the Securities.

FURTHER RESOLVED, that the Board of Directors hereby delegates the powers and
duties of the Chairman of the Board of the Corporation with respect to the
executi-named documents necessary in connection with the creation, issuance
and sale of the Securities, should the Chairman be absent from the principal
offices of the Corporation, to the President, the Executive Vice President,
the Chief Financial Officer or the Treasurer of the Corporation, and hereby
delegates the powers and duties of the Secretary of the Corporation with
respect to the execution of any of the above-named documents necessary in
connection with the creation, issuance and sale of the Securities, should the
Secretary be absent from the principal offices of the Corporation, to the
Assistant Secretary.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Chairman
of the Board, the President, the Executive Vice President and Chief Financial
Officer of the Corporation to execute Powers of Attorney appointing Catherine
C. Cosby, Roger C. McClary, Carole A. Nixon, and Helen C. Rowan, and each or
any of them, as attorneys-in-fact to execute and deliver the Junior
Subordinated Indentures and the Guarantees by applying the facsimile
signatures of such Executive Officers on their behalf.

FURTHER RESOLVED, that the Board of Directors hereby authorizes the Chairman
and Chief Executive Officer (the Principal Executive Officer), the President
and Chief Operating Officer, the Chief Financial Officer (the Principal
Financial Officer), the Controller (the Principal Accounting Officer) and
each Director to execute Special Powers of Attorney appointing Charles W.
Newman, Hinton F. Nobles, Jr., Paris Thermenos and Patrick J. McCann, and
each or any of them, as attorneys-in-fact to sign the aforementioned
Registration Statements and any and all amendments thereto on their behalf as
Executive Officers or Directors, and to file the same with the Commission,
each of said attorneys and agents to have power to act with or without the
other and to do and perform in the name and on behalf of each of said
Executive Officers and Directors every act whatsoever and necessary or
advisable to be done as fully and to all intents and purposes as any such
Executive Officer or Director might or could do in person.

FURTHER RESOLVED, that Charles E. Rice, Chairman and Chief Executive Officer
of the Corporation, is hereby appointed and designated as the person duly
authorized to receive communications

-17-

<PAGE>

and notices from the Commission with respect to the Registration Statements.

/s/ Catherine C. Cosby
----------------------------------
Secretary

DATED: January 22, 1997

-18-

<PAGE>

Exhibit 24(c)

<PAGE>

SPECIAL POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned Regular Trustee of
Barnett Capital I (the "Trust") hereby constitutes and appoints Charles W.
Newman, Hinton F. Nobles, Jr., Paris P. Thermenos, Gregory M. Delaney and
each or any of them, his true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for him and in his name, place
and stead, to sign one or more of the Trust's Registration Statements on such
forms as shall be appropriate and any and all amendments (including
post-effective amendments) thereto covering the registration of up to an
aggregate of $300,000,000 (Three Hundred Million Dollars) of the Capital
Securities (the "Capital Securities") of the Trust, whether consolidated with
registration statements relating to the Capital Securities of other trust
subsidiaries of Barnett Banks, Inc. or whether relating to resale or exchange
of such Securities or otherwise, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite
and necessary to effectuate the above purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.

IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of March,
1997.

/S/ PARIS P. THERMENOS
--------------------------------
Paris P. Thermenos

(SEAL)

<PAGE>

SPECIAL POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of March,
1997.

/S/ CHARLES W. NEWMAN
-------------------------------
Charles W. Newman

(SEAL)

<PAGE>

SPECIAL POWER OF ATTORNEY

IN WITNESS WHEREOF, I have hereunto set my hand this 17th day of March,
1997.

/S/ PATRICK J. MCCANN
-------------------------------
Patrick J. McCann

(SEAL)

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---

------------------

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

THE FIRST NATIONAL BANK OF CHICAGO
ONE FIRST NATIONAL PLAZA, SUITE 0286
CHICAGO, ILLINOIS 60670-0286
ATTN: LYNN A. GOLDSTEIN, LAW DEPARTMENT (312) 732-6919
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

------------------

BARNETT BANKS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

FLORIDA 51-0560515
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

8.06% JUNIOR SUBORDINATED DEBENTURES DUE 2026
(TITLE OF INDENTURE SECURITIES)

<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

<PAGE>

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois, on
the 19th day of March, 1997.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

BY /s/ RICHARD D. MANELLA

RICHARD D. MANELLA
VICE PRESIDENT

* EXHIBITS 1, 2, 3 AND 4 ARE HEREIN INCORPORATED BY REFERENCE TO EXHIBITS
BEARING IDENTICAL NUMBERS IN ITEM 16 OF THE FORM T-1 OF THE FIRST NATIONAL BANK
OF CHICAGO, FILED AS EXHIBIT 25.1 TO THE REGISTRATION STATEMENT ON FORM S-3 OF
SUNAMERICA INC. FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 25,
1996 (REGISTRATION NO. 333-14201).

<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

March 19, 1997

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between Barnett Banks, Inc.
and The First National Bank of Chicago, the undersigned, in accordance with
Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents
that the reports of examinations of the undersigned, made by Federal or State
authorities authorized to make such examinations, may be furnished by such
authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /s/ RICHARD D. MANELLA

RICHARD D. MANELLA
VICE PRESIDENT

<PAGE>

EXHIBIT 7

Legal Title of Bank: The First National Bank of Chicago Call Date: 09/30/96
ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-1
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1996

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>

LESS
C400 THAN -
DOLLAR AMOUNTS IN ------------ ------
THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) . . . . . . . . 0081 4,041,784 1.a.
b. Interest-bearing balances(2). . . . . . . . . . . . . . . . . . . . . 0071 5,184,890 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) . . . . . . 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D). . . . . 1773 3,173,481 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold. . . . . . . . . . . . . . . . . . . . . . . . . . 0276 3,505,874 3.a.
b. Securities purchased under agreements to resell . . . . . . . . . . . 0277 145,625 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2122 22,835,958 4.a.
b. LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . RCFD 3123 418,851 4.b.
c. LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c). . . . . . . . . . . . . . . . . 2125 22,417,107 4.d.
5. Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . . 3545 8,121,948 5.
6. Premises and fixed assets (including capitalized leases) . . . . . . . . 2145 707,971 6.
7. Other real estate owned (from Schedule RC-M) . . . . . . . . . . . . . . 2150 9,184 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) . . . . . . . . . . . . . . . . . . . . . 2130 53,803 8.
9. Customers' liability to this bank on acceptances outstanding . . . . . . 2155 626,690 9.
10. Intangible assets (from Schedule RC-M) . . . . . . . . . . . . . . . . . 2143 310,246 10.
11. Other assets (from Schedule RC-F). . . . . . . . . . . . . . . . . . . . 2160 1,658,123 11.
12. Total assets (sum of items 1 through 11) . . . . . . . . . . . . . . . . 2170 49,956,726 12.
</TABLE>

- ------------------

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<PAGE>

Legal Title of Bank: The First National Bank of Chicago Call Date: 09/30/96
ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Ste 0460 Page RC-2
City, State Zip: Chicago, IL 60670
FDIC Certificate No.: 0/3/6/1/8
---------

SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>

DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
LIABILITIES

<S> <C> <C> <C> <C>
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1) . . . . . . . . . . . . . . . . . . RCON 2200 22,369,341 13.a.
(1) Noninterest-bearing(1). . . . . . . . . . . . . . . . . . . RCON 6631 9,726,987 13.a.(1)
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . RCON 6636 12,642,354 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II). . . . . . . . . . . . . . . RCFN 2200 10,026,286 13.b.
(1) Noninterest bearing . . . . . . . . . . . . . . . . . . . . RCFN 6631 336,746 13.b.(1)
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . RCFN 6636 9,689,540 13.b.(2)
14. Federal funds purchased and securities sold under agreements
to repurchase in domestic offices of the bank and of
its Edge and Agreement subsidiaries, and in IBFs:
a. Federal funds purchased . . . . . . . . . . . . . . . . . . . . RCFD 0278 884,553 14.a.
b. Securities sold under agreements to repurchase. . . . . . . . . RCFD 0279 717,211 14.b.
15. a. Demand notes issued to the U.S. Treasury. . . . . . . . . . . . RCON 2840 14,120 15.a.
b. Trading Liabilities . . . . . . . . . . . . . . . . . . . . . . RCFD 3548 5,409,585 15b.
16. Other borrowed money:
a. With original maturity of one year or less. . . . . . . . . . . RCFD 2332 3,414,577 16.a.
b. With original maturity of more than one year . . . . . . . . . RCFD 2333 46,685 16b.
17. Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2910 285,671 17.
18. Bank's liability on acceptance executed and outstanding. . . . . . RCFD 2920 626,690 18.
19. Subordinated notes and debentures. . . . . . . . . . . . . . . . . RCFD 3200 1,250,000 19.
20. Other liabilities (from Schedule RC-G) . . . . . . . . . . . . . . RCFD 2930 1,005,205 20.
21. Total liabilities (sum of items 13 through 20) . . . . . . . . . . RCFD 2948 46,049,924 21.
22. Limited-Life preferred stock and related surplus . . . . . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus. . . . . . . . . . . RCFD 3838 0 23.
24. Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) . . . . . RCFD 3839 2,925,894 25.
26. a. Undivided profits and capital reserves. . . . . . . . . . . . . RCFD 3632 770,670 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities. . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 8434 10,194 26.b.
27. Cumulative foreign currency translation adjustments. . . . . . . . RCFD 3284 (814) 27.
28. Total equity capital (sum of items 23 through 27). . . . . . . . . RCFD 3210 3,906,802 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28). . . . . . . . . . . . . . . RCFD 3300 49,956,726 29.
</TABLE>

Memorandum
To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that
best describes the most comprehensive level of auditing work performed for
the bank by independent external Number
auditors as of any date during 1995 . . . . . . . RCFD 6724 n/a M.1.

1 = Independent audit of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm which
submits a report on the bank
2 = Independent audit of the bank's parent holding company conducted in
accordance with generally accepted auditing standards by a certified public
accounting firm which submits a report on the consolidated holding company
(but not on the bank separately)
3 = Directors' examination of the bank conducted in accordance with generally
accepted auditing standards by a certified public accounting firm (may be
required by state chartering authority)
4 = Directors' examinations of the bank performed by other external auditors
(may be required by state chartering authority)
5 = Review of the bank's financial statements by external auditors
6 = Compilation of the bank's financial statements by external auditors
7 = Other audit procedures (excluding tax preparation work)
8 = No external audit work

- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
-----

------------------

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

------------------

BARNETT CAPITAL I
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

FLORIDA 51-0378532
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

8.06% CAPITAL SECURITIES
(TITLE OF INDENTURE SECURITIES)

<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

<PAGE>

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

BY /s/ RICHARD D. MANELLA

RICHARD D. MANELLA
VICE PRESIDENT

<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

March 19, 1997

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of the Amended and Restated Declaration of
Trust of Barnett Capital I, the undersigned, in accordance with Section 321(b)
of the Trust Indenture Act of 1939, as amended, hereby consents that the reports
of examinations of the undersigned, made by Federal or State authorities
authorized to make such examinations, may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /s/ RICHARD D. MANELLA

RICHARD D. MANELLA
VICE PRESIDENT

<PAGE>

EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1996

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>

- ------------------

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<PAGE>

SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>

DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
LIABILITIES

Memorandum
To be reported only with the March Report of Condition.

- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.

<PAGE>

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)
---

------------------

THE FIRST NATIONAL BANK OF CHICAGO
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

A NATIONAL BANKING ASSOCIATION 36-0899825
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)

ONE FIRST NATIONAL PLAZA, CHICAGO, ILLINOIS 60670-0126
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

------------------

BARNETT BANKS, INC.
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

FLORIDA 51-0560515
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)

50 NORTH LAURA STREET
JACKSONVILLE, FLORIDA 32202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

GUARANTEE OF CAPITAL SECURITIES OF
BARNETT CAPITAL I
(TITLE OF INDENTURE SECURITIES)

<PAGE>

ITEM 1. GENERAL INFORMATION. FURNISH THE FOLLOWING
INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR
SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE
CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate
trust powers.

ITEM 2. AFFILIATIONS WITH THE OBLIGOR. IF THE OBLIGOR
IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH
SUCH AFFILIATION.

No such affiliation exists with the trustee.

ITEM 16. LIST OF EXHIBITS. LIST BELOW ALL EXHIBITS FILED AS A
PART OF THIS STATEMENT OF ELIGIBILITY.

1. A copy of the articles of association of the
trustee now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

<PAGE>

7. A copy of the latest report of condition of the
trustee published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not Applicable.

9. Not Applicable.

THE FIRST NATIONAL BANK OF CHICAGO,
TRUSTEE

BY /s/ RICHARD D. MANELLA

RICHARD D. MANELLA
VICE PRESIDENT

<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

March 19, 1997

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of a Guarantee of Barnett Banks, Inc.,
relating to the Capital Securities of Barnett Capital I, the undersigned, in
accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended,
hereby consents that the reports of examinations of the undersigned, made by
Federal or State authorities authorized to make such examinations, may be
furnished by such authorities to the Securities and Exchange Commission upon its
request therefor.

Very truly yours,

THE FIRST NATIONAL BANK OF CHICAGO

BY: /s/ RICHARD D. MANELLA

RICHARD D. MANELLA
VICE PRESIDENT

<PAGE>

EXHIBIT 7

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL
AND STATE-CHARTERED SAVINGS BANKS FOR SEPTEMBER 30, 1996

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

SCHEDULE RC--BALANCE SHEET
<TABLE>
<CAPTION>

LESS
C400 THAN -
DOLLAR AMOUNTS IN ------------- ------
- -------- THOUSANDS RCFD BIL MIL THOU
----------------- ---- ------------
<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository institutions (from Schedule
RC-A):
a. Noninterest-bearing balances and currency and coin(1) . . . . . . . . 0081 4,041,784 1.a.
b. Interest-bearing balances(2). . . . . . . . . . . . . . . . . . . . . 0071 5,184,890 1.b.
2. Securities
a. Held-to-maturity securities(from Schedule RC-B, column A) . . . . . . 1754 0 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D). . . . . 1773 3,173,481 2.b.
3. Federal funds sold and securities purchased under agreements to
resell in domestic offices of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold. . . . . . . . . . . . . . . . . . . . . . . . . . 0276 3,505,874 3.a.
b. Securities purchased under agreements to resell . . . . . . . . . . . 0277 145,625 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule
RC-C). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2122 22,835,958 4.a.
b. LESS: Allowance for loan and lease losses . . . . . . . . . . . . . . RCFD 3123 418,851 4.b.
c. LESS: Allocated transfer risk reserve . . . . . . . . . . . . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income, allowance, and
reserve (item 4.a minus 4.b and 4.c). . . . . . . . . . . . . . . . . 2125 22,417,107 4.d.
5. Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . . 3545 8,121,948 5.
6. Premises and fixed assets (including capitalized leases) . . . . . . . . 2145 707,971 6.
7. Other real estate owned (from Schedule RC-M) . . . . . . . . . . . . . . 2150 9,184 7.
8. Investments in unconsolidated subsidiaries and associated
companies (from Schedule RC-M) . . . . . . . . . . . . . . . . . . . . . 2130 53,803 8.
9. Customers' liability to this bank on acceptances outstanding . . . . . . 2155 626,690 9.
10. Intangible assets (from Schedule RC-M) . . . . . . . . . . . . . . . . . 2143 310,246 10.
11. Other assets (from Schedule RC-F). . . . . . . . . . . . . . . . . . . . 2160 1,658,123 11.
12. Total assets (sum of items 1 through 11) . . . . . . . . . . . . . . . . 2170 49,956,726 12.
</TABLE>

- ------------------

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held for trading.

<PAGE>

SCHEDULE RC-CONTINUED
<TABLE>
<CAPTION>

DOLLAR AMOUNTS IN
THOUSANDS BIL MIL THOU
----------------- ------------
LIABILITIES

Memorandum
To be reported only with the March Report of Condition.

- -------------------
(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.